Common use of Conditions to Underwriters’ Obligations Clause in Contracts

Conditions to Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase the Notes on the Closing Date are subject to the accuracy, when made and on and as of the Closing Date, of the representations and warranties of the Company contained herein, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a). The Company shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding or examination for such purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (b) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP shall have furnished to the Underwriters its written opinions, as counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially in the form of Exhibit A-1 hereto. (c) D. Xxxxxxx Xxxxxx, Executive Vice President and Global General Counsel shall have furnished to the Underwriters his written opinion, as Nevada counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially in the form of Exhibit A-2 hereto. (d) The Underwriters shall have received from Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions and negative assurance letter, dated the Closing Date, with respect to the issuance and sale of the Notes, the Pricing Disclosure Package, the Prospectus and other related matters as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents and information as such counsel reasonably requests for the purpose of enabling them to pass upon such matters. (e) Promptly following the execution of this Agreement, the Representatives, on behalf of the Underwriters, shall have received from Deloitte & Touche LLP a letter, in form and substance reasonably satisfactory to the Underwriters, addressed to the Underwriters and dated the date hereof, containing statements and information of the type ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (f) With respect to the letter of Deloitte & Touche LLP referred to in the preceding paragraph and delivered to the Representatives, on behalf of the Underwriters, promptly following the execution of this Agreement (the “initial letter”), the Company shall have furnished to the Underwriters a “bring-down letter” of such accountants, addressed to the Underwriters and dated the Closing Date, confirming as of the Closing Date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Pricing Disclosure Package or the Prospectus, as of a date not more than three days prior to the date of the Closing Date) in all material respects the conclusions and findings set forth in the initial letter. (g) Subsequent to the execution of this Agreement (i) neither the Company nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree and (ii) there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the financial condition, results of operations, properties, senior management or business of the Company and its subsidiaries taken as a whole, the effect of which, in any such case described in clause (i) or (ii), is, individually or in the aggregate, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or the delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Pricing Disclosure Package and the Prospectus. (h) The Company shall have furnished or caused to be furnished to the Underwriters dated as of the Closing Date a certificate of the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Company, including a statement: (i) That the representations, warranties and agreements of the Company in Section 1 are true and correct on and as of the Closing Date, and the Company has complied with all its agreements contained herein and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (ii) That no stop order suspending the effectiveness of the Registration Statement has been issued; and no proceedings or examination for that purpose have been instituted or, to the knowledge of such officer, threatened; and the Commission shall not have notified the Company of any objection to the use of the Registration Statement or any post-effective amendment thereto; and (iii) To the effect of Section 7(g) (provided that no representation with respect to the judgment of the Representatives need be made) and Section 7(i). (i) Subsequent to the earlier of the Applicable Time and the execution and delivery of this Agreement there shall not have occurred any of the following: (i) downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Section 15E under the Exchange Act, or (ii) such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities. (j) The Notes shall be eligible for clearance and settlement through DTC. (k) The Company and the Trustee shall have executed and delivered the Indenture, and the Underwriters shall have received copies thereof, duly executed by the Company and the Trustee. (l) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) (A) trading in securities generally on any securities exchange that has registered with the Commission under Section 6 of the Exchange Act (including the New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market) or (B) trading in any securities of the Company on any exchange shall have been suspended or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a general moratorium on commercial banking activities shall have been declared by federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such), or any other calamity or crisis either within or outside the United States, in each case, as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering, sale or delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Prospectus or that, in the judgment of the Representatives, could materially and adversely affect the financial markets or the markets for the Notes and other debt securities. (m) On or prior to the Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Underwriters may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

Conditions to Underwriters’ Obligations. The obligations of the Underwriters hereunder Underwriter to purchase accept delivery of and to pay for the Notes Bonds on the Closing Date are have been undertaken in reliance on, and shall be subject to, the due performance by the Issuer and the Borrower of their respective obligations and agreements to be performed hereunder and to the accuracyaccuracy of and compliance with the representations, when made warranties, covenants and agreements of each contained herein and in the Bond Documents and Borrower Documents on this date, and to the following further conditions: (a) On the Closing Date, each of the Bond Documents and Borrower Documents shall be in full force and effect and shall not have been amended, modified or supplemented in any way that would materially and adversely affect the Bonds, except as may have been agreed to in writing by the Underwriter, and there shall be in full force and effect such additional resolutions, agreements, certificates (including such certificates as may be required by the Internal Revenue Service or Bond Counsel in order to establish the tax-exempt character of interest on the Bonds) as are necessary to establish the validity, issuance, terms and conditions, and binding character of the Bonds, and the Underwriter shall have received the opinion of Bond Counsel in substantially the form attached to the Official Statement as Appendix C and the opinion(s) dated as of the the Closing Date of Bond Counsel, Borrower Counsel, Bank Counsel and Underwriter's Counsel substantially in the forms attached hereto as Exhibits A, B, C and E, respectively; (b) The Underwriter shall have received copies of the Official Statement and executed copies of the Bond Documents and the Borrower Documents. (c) No Event of Default shall have occurred and be continuing, and no event shall have occurred and be continuing which, with the passage of time or giving of notice or both, would constitute such an Event of Default; (d) All conditions to the issuance of the Bonds, as set forth in the Loan Agreement, shall have been satisfied; (e) The Underwriter shall have received (i) a certificate, dated the date of delivery of the Bonds, of the Issuer to the effect that the representations and warranties of the Issuer in Section 3 are true and correct as of the Closing Date, (ii) a certificate of the Borrower to the effect that the representations and warranties of the Company contained herein, to the performance by the Company of its obligations hereunder, Borrower in Section 4 are true and to each correct as of the following additional terms Closing Date, (iii) a certificate of a duly authorized and conditions: (a) The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a). The Company shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; no stop order suspending the effectiveness acting officer of the Registration Statement or preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding or examination for such purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (b) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP shall have furnished to the Underwriters its written opinions, as counsel to the Company, addressed to the Underwriters and Trustee dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially in the form of Exhibit A-1 hereto.D to this Bond Purchase Agreement; and (iv) a nonarbitrage certificate of the Issuer and the Borrower, in form satisfactory to Bond Counsel; and (cf) D. Xxxxxxx Xxxxxx, Executive Vice President and Global General Counsel shall have furnished to the Underwriters his written opinion, as Nevada counsel to the Company, addressed to the Underwriters and dated As of the Closing Date, the Letter of Credit shall be in form full force and substance reasonably satisfactory to the Underwriterseffect in accordance with its terms and shall not have been amended, substantially in the form of Exhibit A-2 hereto. (d) The Underwriters shall have received from Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion modified or opinions and negative assurance letter, dated the Closing Date, with respect to the issuance and sale of the Notes, the Pricing Disclosure Package, the Prospectus and other related matters as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents and information as such counsel reasonably requests for the purpose of enabling them to pass upon such matters. (e) Promptly following the execution of this Agreement, the Representatives, on behalf of the Underwriters, shall have received from Deloitte & Touche LLP a letter, in form and substance reasonably satisfactory to the Underwriters, addressed to the Underwriters and dated the date hereof, containing statements and information of the type ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (f) With respect to the letter of Deloitte & Touche LLP referred to in the preceding paragraph and delivered to the Representatives, on behalf of the Underwriters, promptly following the execution of this Agreement (the “initial letter”), the Company shall have furnished to the Underwriters a “bring-down letter” of such accountants, addressed to the Underwriters and dated the Closing Date, confirming as of the Closing Date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Pricing Disclosure Package or the Prospectus, as of a date not more than three days prior to the date of the Closing Date) in all material respects the conclusions and findings set forth in the initial lettersupplemented. (g) Subsequent to Between the execution date hereof and the Closing Date, the market price or marketability, at the initial offering prices set forth in the Official Statement, of this Agreement (i) neither the Company nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree and (ii) there Bonds shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the financial condition, results of operations, properties, senior management or business of the Company and its subsidiaries taken as a whole, the effect of which, in any such case described in clause (i) or (ii), is, individually or in the aggregatematerially adversely affected, in the judgment of the Representatives, so material and adverse as Underwriter (evidenced by a written notice to make it impracticable or inadvisable the Borrower terminating the obligation of the Underwriter to proceed with the offering, sale or the accept delivery of and pay for the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Pricing Disclosure Package and the Prospectus. (h) The Company shall have furnished or caused to be furnished to the Underwriters dated as Bonds), by reason of any of the Closing Date a certificate of the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Company, including a statementfollowing: (i) That Legislation shall be enacted by the representations, warranties and agreements House of Representatives or the Senate of the Company Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the United States Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall be made or proposed, to the effect that the offering or sale of obligations of the general character of the Bonds, as contemplated hereby, is or would be in Section 1 are true and correct on violation of any provision of the Securities Act of 1934, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939 as amended and as then in effect, or with the purpose or effect of otherwise prohibiting the offering or sale of obligations of the Closing Date, and general character of the Company has complied with all its agreements contained herein and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateBonds as contemplated hereby; (ii) That no stop order suspending Any governmental authority shall impose, as to the effectiveness Bonds, or obligations of the Registration Statement has been issued; and no proceedings or examination for that purpose have been instituted or, to the knowledge of such officer, threatened; and the Commission shall not have notified the Company of any objection to the use general character of the Registration Statement Bonds, any material restrictions not now in force, or any post-effective amendment thereto; andincrease materially those now in force; (iii) To the effect of Section 7(g) (provided that no representation with respect to the judgment of the Representatives need be made) and Section 7(i). (i) Subsequent to the earlier of the Applicable Time and the execution and delivery of this Agreement there shall not have occurred any of the following: (i) downgrading shall have occurred in the rating accorded the Company’s debt A general banking or securities by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Section 15E under the Exchange Act, or (ii) such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities. (j) The Notes shall be eligible for clearance and settlement through DTC. (k) The Company and the Trustee shall have executed and delivered the Indenture, and the Underwriters shall have received copies thereof, duly executed by the Company and the Trustee. (l) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) (A) trading in securities generally on any securities exchange that has registered with the Commission under Section 6 of the Exchange Act (including the New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market) or (B) trading in any securities of the Company on any exchange shall have been suspended or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices moratorium shall have been established on any such exchange by federal, California, Maryland, Massachusetts, Minnesota, Washington or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, New York authorities; (iiiv) a general moratorium on commercial banking activities shall have been declared by federal or state authorities, (iii) A war involving the United States shall have become engaged in hostilitiesbeen declared, there shall have been an escalation in hostilities or any existing conflict involving the United States or there shall have been a declaration armed forces of a national emergency or war by the United States, or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such)have escalated, or any other calamity national emergency relating to the effective operation of government or crisis either within or outside the United Statesfinancial community shall have occurred, in each case, as to make itwhich, in the judgment Underwriter's reasonable opinion, materially adversely affects the marketability of the Representatives, impracticable Bonds; (v) the withdrawal or inadvisable to proceed with the offering, sale or delivery downgrading of any rating of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Prospectus Bonds by a national rating agency; or (vi) any event occurring, or information becoming known that, in the judgment of the RepresentativesUnderwriter or its counsel, could materially and adversely affect makes untrue in any material respect any statement or information contained in the financial markets Official Statement, or has the markets for effect that the Notes and other debt securities. (m) On Official Statement contains any untrue statement of material fact or prior omits to the Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Underwriters may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed state a material fact required to be stated therein or necessary to make the statements therein, in compliance with the provisions hereof only if light of the circumstances under which they are in form and substance reasonably satisfactory to counsel for the Underwriters.were made, not misleading;

Conditions to Underwriters’ Obligations. The obligations Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Underwriters hereunder Authority, the City, the Port District and the Financing District contained herein and to purchase be contained in the Notes documents and instruments to be delivered on the Closing Date date of the Closing, and upon the performance by the Authority, the City, the Port District and the Financing District of their respective obligations to be performed hereunder and under such documents and instruments to be delivered at or prior to the date of the Closing. The Underwriter’s obligations under this Purchase Contract are and will also be subject to the accuracysale, when made issuance and delivery of the Bonds as well as the satisfaction of the following conditions precedent as of 8:00 A.M. Pacific Time on the date of Closing or at such other time or on such earlier or later date as the Underwriter, the Authority, the City, the Port District and the Financing District shall mutually agree to: (a) the representations and warranties of the Authority, the City, the Port District and the Financing District contained in this Purchase Contract will be true and correct in all material respects on the date of this Purchase Contract and on and as of the Closing Date, date of the representations and warranties Closing as if made on the date of the Company contained herein, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a). The Company shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding or examination for such purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with.Closing; (b) Skaddenas of the date of the Closing, Arpsthe Official Statement may not have been amended, Slatemodified or supplemented, Xxxxxxx & Xxxx LLP shall except in any case as may have furnished been agreed to by the Underwriters its written opinions, as counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially in the form of Exhibit A-1 hereto.Underwriter; (c) D. Xxxxxxx Xxxxxx, Executive Vice President and Global General Counsel shall have furnished to the Underwriters his written opinion, as Nevada counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially in the form of Exhibit A-2 hereto. (d) The Underwriters shall have received from Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions and negative assurance letter, dated the Closing Date, with respect to the issuance and sale of the Notes, the Pricing Disclosure Package, the Prospectus and other related matters as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents and information as such counsel reasonably requests for the purpose of enabling them to pass upon such matters. (e) Promptly following the execution of this Agreement, the Representatives, on behalf of the Underwriters, shall have received from Deloitte & Touche LLP a letter, in form and substance reasonably satisfactory to the Underwriters, addressed to the Underwriters and dated the date hereof, containing statements and information of the type ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (f) With respect to the letter of Deloitte & Touche LLP referred to in the preceding paragraph and delivered to the Representatives, on behalf of the Underwriters, promptly following the execution of this Agreement (the “initial letter”), the Company shall have furnished to the Underwriters a “bring-down letter” of such accountants, addressed to the Underwriters and dated the Closing Date, confirming as of the Closing Date date of the Closing, (ori) the Authority Resolution, with respect the City Resolution, the Port District Resolution, the Financing District Resolution, the Authority Agreements, the City Agreements, the Port District Agreements and the Financing District Agreements will be in full force and effect, and will not have been amended, modified or supplemented, except as may have been agreed to matters involving changes by the Underwriter; (ii) the Authority will perform or developments since the respective dates as have performed all of which its obligations required under or specified financial information is given in the Pricing Disclosure Package Authority Resolution, the Authority Agreements and this Purchase Contract to be performed at or the Prospectus, as of a date not more than three days prior to the date of the Closing DateClosing; (iii) in the City will perform or have performed all material respects the conclusions and findings set forth of its obligations required under or specified in the initial letterCity Resolution, the City Agreements and this Purchase Contract to be performed at or prior to the date of the Closing; (iv) the Port District will perform or have performed all of its obligations required under or specified in the Port District Resolution, the Port District Agreements and this Purchase Contract to be performed at or prior to the date of the Closing; and (v) the Financing District will perform or have performed all of its obligations required under or specified in the Financing District Resolution, the Financing District Agreements and this Purchase Contract to be performed at or prior to the date of the Closing; (d) as of the date of the Closing, (i) all necessary official action of the Authority relating to the Authority Agreements, the Authority Resolution and the Official Statement; (ii) all necessary official action of the City relating to the City Agreements, the City Resolution, and the Official Statement; (iii) all necessary official action of the Port District relating to the Port District Agreements, the Port District Resolution, and the Official Statement; and (iv) all necessary official action of the Financing District relating to the Financing District Agreements, the Financing District Resolution, and the Official Statement, will, in each case, have been taken and will be in full force and effect and will not have been amended, modified or supplemented in any material respect, except as may have been agreed to by the Authority, the City, the Port District, the Financing District and the Underwriter, as required; and (e) as of, or prior to, the date of the Closing, the Underwriter will have received each of the following documents: (i) Certified copies of the Authority Resolution, the City Resolution, the Port District Resolution, and the Financing District Resolution. (g) Subsequent to the execution of this Agreement (i) neither the Company nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree and (ii) there shall not have been any change in the capital stock or long-term debt Duly executed copies of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the financial condition, results of operations, properties, senior management or business of the Company and its subsidiaries taken as a wholeIndenture, the effect of whichAuthority Agreements, in any such case described in clause (i) or (ii)the City Agreements, isthe Port District Agreements, individually or in the aggregateFinancing District Agreements, in the judgment of Authority Continuing Disclosure Certificate, the RepresentativesCity Continuing Disclosure Certificate, so material the Port District Continuing Disclosure Certificate, the Developer Continuing Disclosure Certificate, Financing District Continuing Disclosure Certificate and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or the delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Pricing Disclosure Package and the Prospectusthis Purchase Contract. (hiii) The Company shall have furnished or caused to be furnished Preliminary Official Statement and the Official Statement, with the Official Statement duly executed on behalf of the Authority, the City, the Port District, and the Financing District. (iv) An approving opinion of Bond Counsel, dated as of the Closing, as to the Underwriters validity of the Bonds, the exclusion of interest on the Bonds from State income taxation and the exclusion of interest on the 2021B Bonds from federal gross income taxation, addressed to the Authority substantially in the form attached as an appendix to the Official Statement, and a reliance letter with respect thereto addressed to the Underwriter. (v) A supplemental opinion of Bond Counsel, addressed to the Underwriter, substantially in the form attached as Exhibit L. (vi) A letter from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a Professional Corporation, as disclosure counsel to the Authority ("Disclosure Counsel"), addressed to the Underwriter, substantially in the form attached as Exhibit M. (vii) An opinion or opinions of Xxxx X. Xxxxxxx (the "City Attorney"), in his capacity as the City Attorney to the City, dated as of the Closing Date a certificate of addressed to the Chief Executive OfficerAuthority, the Chief Financial Officer or Port District, the Treasurer of City, the CompanyFinancing District, including a statementand the Underwriter, in form and substance acceptable to the Underwriter, to the effect that: (iA) That The City is a chartered municipal corporation duly organized and validly existing under the representations, warranties and agreements laws of the Company in Section 1 are true and correct on and as State. The City Council is the governing body of the Closing DateCity. (B) The City has all necessary power and authority to adopt the City Resolution, to enter into and perform its duties under the City Agreements, and, when executed and delivered by the respective parties thereto, the City Agreements will each constitute a legal, valid and binding obligation of the City enforceable in accordance with its respective terms, except as such enforcement may be limited by bankruptcy, moratorium and the exercise of equitable principles where equitable remedies are sought. (C) The City Resolution was duly adopted at a meeting of the City Council, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the City Resolution is in full force and effect and has not been modified, amended or rescinded since the date of its adoption. (D) The execution and delivery by the City of the City Agreements, the Preliminary Official Statement, the Official Statement and the other instruments contemplated by any of such documents to which the City is a party, and compliance with the Company has complied provisions of each thereof, will not conflict with all its agreements contained herein and satisfied all or constitute a breach of or default under any applicable law or administrative rule or regulation of the conditions on its part State, the United States or any department, division, agency or instrumentality of either thereof, or any applicable court or administrative decree or order or any loan agreement, note, resolution, indenture, contract, agreement or other instrument to be performed which the City is a party or satisfied hereunder at is otherwise subject or prior to bound in a manner which would materially adversely affect the Closing Date;City’s performance under the City Agreements. (iiE) That no stop order suspending All approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the effectiveness absence of which would materially adversely affect, the Registration Statement has been issued; and no proceedings or examination for that purpose performance by the City of its obligations under the City Agreements have been instituted or, to the knowledge of such officer, threatened; obtained and the Commission shall not have notified the Company of any objection to the use of the Registration Statement or any post-effective amendment thereto; andare in full force and effect. (iiiF) To the effect of Section 7(g) (provided that no representation with respect to the judgment best of the Representatives need be made) and Section 7(i). City Attorney’s knowledge, other than as disclosed in the Preliminary Official Statement or the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, is pending or threatened in any way against the City (i) Subsequent to affecting the earlier existence of the Applicable Time and the execution and delivery of this Agreement there shall not have occurred any of the following: (i) downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Section 15E under the Exchange Act, or (ii) such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities. (j) The Notes shall be eligible for clearance and settlement through DTC. (k) The Company and the Trustee shall have executed and delivered the Indenture, and the Underwriters shall have received copies thereof, duly executed by the Company and the Trustee. (l) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) (A) trading in securities generally on any securities exchange that has registered with the Commission under Section 6 of the Exchange Act (including the New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market) or (B) trading in any securities of the Company on any exchange shall have been suspended or materially limited City or the settlement titles of such trading generally shall have been materially disrupted its City Council members or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdictionits officers to their respective offices, (ii) a general moratorium on commercial banking activities shall have been declared by federal seeking to restrain or state authorities, (iii) to enjoin the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States issuance or there shall have been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such), or any other calamity or crisis either within or outside the United States, in each case, as to make it, in the judgment sale of the Representatives, impracticable or inadvisable to proceed with the offering, sale or delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Prospectus or that, in the judgment of the Representatives, could materially and adversely affect the financial markets or the markets for the Notes and other debt securities. (m) On or prior to the Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Underwriters may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.Bonds,

Conditions to Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase the Notes on the Closing Date are subject to the accuracy, when made and on and as of the Closing Date, of Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the Company Authority and the County contained hereinherein and to be contained in the documents and instruments to be delivered on the date of the Closing, to and upon the performance by the Company Authority and the County of its their respective obligations hereunder, to be performed hereunder and under such documents and instruments to each be delivered at or prior to the date of the Closing. The Underwriter’s obligations under this Purchase Agreement are and will also be subject to the sale, issuance and delivery of the Bonds as well as the following additional terms and conditions: (a) The Prospectus shall have been timely filed with representations and warranties of the Commission Authority and the County contained in accordance with Section 5(a). The Company shall have complied with this Agreement will be true and correct in all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after material respects on the date hereof; no stop order suspending the effectiveness of this Purchase Agreement and on and as of the Registration Statement or preventing or suspending the use date of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding or examination for such purpose shall have been initiated or threatened by Closing as if made on the Commission; and any request date of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with.Closing; (b) SkaddenAs of the date of the Closing, Arpsthe Official Statement may not have been amended, Slatemodified or supplemented, Xxxxxxx & Xxxx LLP shall except in any case as may have furnished been agreed to by the Underwriters its written opinions, as counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially in the form of Exhibit A-1 hereto.Underwriter; (c) D. Xxxxxxx Xxxxxx(i) As of the date of the Closing, Executive Vice President the Authority Resolution, the County Resolution, the Authority Agreements and Global General Counsel shall the County Agreements will be in full force and effect, and will not have furnished been amended, modified or supplemented, except as may have been agreed to by the Underwriters his written opinionUnderwriter, as Nevada counsel to (ii) the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially Authority will perform or have performed all of its obligations required under or specified in the form of Exhibit A-2 hereto. (d) The Underwriters shall have received from Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions and negative assurance letter, dated the Closing Date, with respect to the issuance and sale of the NotesAuthority Resolution, the Pricing Disclosure Package, the Prospectus Authority Agreements and other related matters as the Underwriters may reasonably require, and the Company shall have furnished this Purchase Agreement to such counsel such documents and information as such counsel reasonably requests for the purpose of enabling them to pass upon such matters. (e) Promptly following the execution of this Agreement, the Representatives, on behalf of the Underwriters, shall have received from Deloitte & Touche LLP a letter, in form and substance reasonably satisfactory to the Underwriters, addressed to the Underwriters and dated the date hereof, containing statements and information of the type ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (f) With respect to the letter of Deloitte & Touche LLP referred to in the preceding paragraph and delivered to the Representatives, on behalf of the Underwriters, promptly following the execution of this Agreement (the “initial letter”), the Company shall have furnished to the Underwriters a “bring-down letter” of such accountants, addressed to the Underwriters and dated the Closing Date, confirming as of the Closing Date (or, with respect to matters involving changes be performed at or developments since the respective dates as of which specified financial information is given in the Pricing Disclosure Package or the Prospectus, as of a date not more than three days prior to the date of the Closing DateClosing; and (iii) in the County will perform or have performed all material respects the conclusions and findings set forth of its obligations required under or specified in the initial letterCounty Resolution, the County Agreements and this Purchase Agreement to be performed at or prior to the date of the Closing; (d) As of the date of the Closing, all necessary official action of the Authority relating to the Authority Agreements, the Authority Resolution and the Official Statement, and all necessary official action of the County relating to the County Agreements, the County Resolution, and the Official Statement, will have been taken and will be in full force and effect and will not have been amended, modified or supplemented in any material respect, except as may have been agreed to by the County and Underwriter; and (e) As of or prior to the date of the Closing, the Underwriter will have received each of the following documents: (1) Certified copies of the Authority Resolution and the County Resolution. (g2) Subsequent to the execution of this Agreement (i) neither the Company nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree and (ii) there shall not have been any change in the capital stock or long-term debt Xxxx executed copies of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the financial condition, results of operations, properties, senior management or business of the Company and its subsidiaries taken as a wholeIndenture, the effect of whichAssignment Agreement, in any such case described in clause (i) or (ii)the Lease Agreement, isthe Site Lease, individually or in the aggregateEscrow Agreement, in the judgment of Continuing Disclosure Certificate, the Representatives, so material Termination Agreement and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or the delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Pricing Disclosure Package and the Prospectusthis Purchase Agreement. (h3) The Company shall have furnished or caused to be furnished to Preliminary Official Statement and the Underwriters Official Statement, with the Official Statement duly executed on behalf of the Authority and the County. (4) An approving opinion of Bond Counsel, dated as of the Closing Date a certificate Closing, as to the validity of the Chief Executive OfficerBonds, the Chief Financial Officer or exclusion of interest on the Treasurer Bonds from federal gross income and State income taxation, addressed to the Authority and the County substantially in the form attached as an appendix to the Official Statement, and a reliance letter with respect thereto addressed to the Underwriter and the Trustee. (5) A supplemental opinion of Bond Counsel, addressed to the CompanyUnderwriter, including a statementto the effect that: (i) That The Purchase Agreement has been duly executed and delivered by the representations, warranties and agreements of the Company in Section 1 are true and correct on and as of the Closing Date, Authority and the Company has complied with all its agreements contained herein County and satisfied all is valid and binding upon the conditions on its part Authority and the County, subject to be performed laws relating to bankruptcy, insolvency, reorganization or satisfied hereunder at or prior creditors’ rights generally and to the Closing Dateapplication of equitable principles; (ii) That no stop order suspending the effectiveness of the Registration Statement has been issued; and no proceedings or examination for that purpose have been instituted or, The Bonds are exempt from registration pursuant to the knowledge Securities Act of such officer1933, threatened; as amended (the “Securities Act”), and the Commission shall not have notified the Company of any objection Indenture is exempt from qualification pursuant to the use Trust Indenture Act of the Registration Statement or any post-effective amendment thereto1939, as amended; and (iii) The statements contained in the Official Statement on the cover and under the headings “INTRODUCTION,” “PLAN OF FINANCE,” “THE LEASED FACILITIES,” “THE BONDS,” “SECURITY FOR THE BONDS” and “TAX MATTERS,” and in “APPENDIX A - SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS” and “APPENDIX E – FORM OF OPINION OF BOND COUNSEL,” insofar as such statements purport to describe certain provisions of the Bonds, the Site Lease, the Lease Agreement, the Escrow Agreement and the Indenture, or to state legal conclusions and the opinion of Bond Counsel regarding the tax-exempt nature of the Bonds, present a fair and accurate summary of the provisions thereof. (6) An opinion of Xxxxxx Xxxxxx LLP, as disclosure counsel to the County, addressed to the Underwriter, to the effect that: During the course of our work on this matter, no facts have come to our attention that cause us to believe that the Preliminary Official Statement as of its date and the date of the pricing of the Bonds and the Official Statement as of its date and the Closing date (excluding from the Preliminary Official Statement and the Official Statement, the financial statements, any financial or statistical data, or forecasts, charts, numbers, estimates, projections, assumptions or expressions of opinion included in the Preliminary Official Statement and the Official Statement and the appendices to the Preliminary Official Statement and the Official Statement) contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (7) An opinion or opinions of County Counsel and Authority Counsel, dated as of the Closing addressed to the Authority, the County, the Trustee and the Underwriter, in form and substance acceptable to the Underwriter, to the effect that: (i) The County is a political subdivision of the State of California. The Board of Supervisors is the governing body of the County. (ii) The County has all necessary power and authority to adopt the County Resolution, to enter into and perform its duties under the County Agreements, and, when executed and delivered by the respective parties thereto, the County Agreements will each constitute a legal, valid and binding obligation of the County enforceable in accordance with its respective terms, except as such enforcement may be limited by bankruptcy, moratorium and the exercise of equitable principles where equitable remedies are sought. (iii) The County Resolution was duly adopted at a meeting of the Board of Supervisors, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the County Resolution is in full force and effect and has not been modified, amended or rescinded since the date of its adoption. (iv) The execution and delivery by the County of the County Agreements, the Official Statement and the other instruments contemplated by any of such documents to which the County is a party, and compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California, the United States or any department, division, agency or instrumentality of either thereof, or any applicable court or administrative decree or order or any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the County is a party or is otherwise subject or bound in a manner which would materially adversely affect the County’s performance under the County Agreements. (v) All approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the County of its obligations under the County Agreements have been obtained and are in full force and effect. (vi) To the effect best of Section 7(gthe County Counsel’s knowledge, after due inquiry, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, is pending or threatened in any way against the County (A) affecting the existence of the County or the titles of its Board of Supervisors members or its officers to their respective offices, (provided that no representation B) seeking to restrain or to enjoin the issuance or sale of the Bonds, (C) in any way contesting or affecting the validity or enforceability of the County Resolution or the County Agreements, (D) in any way contesting the powers of the County to issue or sell the Bonds or its authority with respect to the judgment County Resolution or the County Agreements, (E) in any way contesting or affecting any of the Representatives need rights, powers, duties or obligations of the County with respect to the money or property pledged or to be madepledged under the Lease Agreement or the Site Lease or (F) and Section 7(i)in any way questioning the accuracy of the statements in the Preliminary Official Statement or the Official Statement. (ivii) Subsequent to The Authority is a joint exercise of powers authority organized and validly existing under the earlier laws of the Applicable Time and the execution and delivery State of this Agreement there shall not have occurred any California. The Board of Directors of the following: (i) downgrading shall have occurred in Authority is the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Section 15E under the Exchange Act, or (ii) such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any governing body of the Company’s debt securitiesAuthority. (jviii) The Notes shall Authority has all necessary power and authority to adopt the Authority Resolution, to enter into and perform its duties under the Authority Agreements and, when executed and delivered by the respective parties thereto, the Authority Agreements will each constitute legal, valid and binding obligation of the Authority enforceable in accordance with its respective terms, except as such enforcement may be eligible for clearance limited by bankruptcy, moratorium and settlement through DTCthe exercise of equitable principles where equitable remedies are sought. (kix) The Company Authority Resolution was duly adopted at a regular meeting of the Authority’s Board of Directors, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the Trustee shall have executed Authority Resolution is in full force and delivered effect and has not been modified, amended or rescinded since the Indenture, and the Underwriters shall have received copies thereof, duly executed by the Company and the Trusteedate of its adoption. (lx) Subsequent to To the execution and delivery of this Agreement there shall not have occurred any best of the following: (i) County Counsel’s knowledge, after due inquiry, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, is pending or threatened in any way against the Authority (A) trading in securities generally on any securities exchange that has registered with affecting the Commission under Section 6 existence of the Exchange Act (including Authority or the New York Stock Exchangetitles of its Board members or its officers to their respective offices, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market) or (B) trading in any securities seeking to restrain or to enjoin the issuance or sale of the Company on any exchange shall have been suspended or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a general moratorium on commercial banking activities shall have been declared by federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such), or any other calamity or crisis either within or outside the United States, in each case, as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering, sale or delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Prospectus or that, in the judgment of the Representatives, could materially and adversely affect the financial markets or the markets for the Notes and other debt securities. (m) On or prior to the Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Underwriters may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.Bonds,

Conditions to Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase the Notes on the Closing Date are subject to the accuracy, when made and on and as of the Closing Date, of Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Company County and Corporation contained hereinherein and to be contained in the documents and instruments to be delivered on the date of the Closing, including, without limitation, the certificate of the Corporation to be delivered at Closing in substantially the form attached hereto as Exhibit I (the “Letter of Representations”) and upon the performance by the Company County of its their respective obligations hereunder, to be performed hereunder and under such documents and instruments to each be delivered at or prior to the date of the Closing. The Underwriter’s obligations under this Purchase Contract are and will also be subject to the sale, issuance and delivery of the Certificates as well as the following additional terms and conditions: (a) The Prospectus shall have been timely filed with representations and warranties of the Commission County contained in accordance with Section 5(a). The Company shall have complied with this Purchase Contract will be true and correct in all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after material respects on the date hereof; no stop order suspending the effectiveness of this Purchase Contract and on and as of the Registration Statement or preventing or suspending the use date of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding or examination for such purpose shall have been initiated or threatened by Closing as if made on the Commission; and any request date of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with.Closing; (b) SkaddenAs of the date of the Closing, Arpsthe Official Statement may not have been amended, Slatemodified or supplemented, Xxxxxxx & Xxxx LLP shall except in any case as may have furnished been agreed to by the Underwriters its written opinions, as counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially in the form of Exhibit A-1 hereto.Underwriter; (c) D. Xxxxxxx Xxxxxx, Executive Vice President and Global General Counsel shall have furnished to the Underwriters his written opinion, as Nevada counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially in the form of Exhibit A-2 hereto. (di) The Underwriters shall have received from Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions and negative assurance letter, dated the Closing Date, with respect to the issuance and sale As of the Notesdate of the Closing, the Pricing Disclosure PackageCounty Resolution, the Prospectus and other related matters as resolution adopted by the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents and information as such counsel reasonably requests for the purpose Board of enabling them to pass upon such matters. (e) Promptly following the execution of this Agreement, the Representatives, on behalf Directors of the UnderwritersCorporation adopted on November [13], shall have received from Deloitte & Touche LLP a letter, in form and substance reasonably satisfactory to the Underwriters, addressed to the Underwriters and dated the date hereof, containing statements and information of the type ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (f) With respect to the letter of Deloitte & Touche LLP referred to in the preceding paragraph and delivered to the Representatives, on behalf of the Underwriters, promptly following the execution of this Agreement 2018 (the “initial letterCorporation Resolution”), the Company shall County Agreements and the Ground Lease, the Lease Agreement, the Trust Agreement, the Continuing Disclosure Agreement and this Purchase Contract (the “Corporation Agreements”) will be in full force and effect, and will not have furnished been amended, modified or supplemented, except as may have been agreed to by the Underwriters a “bring-down letter” Underwriter, (ii) the County will perform or have performed all of such accountants, addressed to the Underwriters and dated the Closing Date, confirming as of the Closing Date (or, with respect to matters involving changes its obligations required under or developments since the respective dates as of which specified financial information is given in the Pricing Disclosure Package County Resolution, the County Agreements and this Purchase Contract to be performed at or the Prospectus, as of a date not more than three days prior to the date of the Closing DateClosing; and (iii) in the Corporation will perform or have performed all material respects the conclusions and findings set forth of its obligations required under or specified in the initial letterCorporation Resolution, the Corporation Agreements and this Purchase Contract to be performed at or prior to the date of the Closing; (d) As of the date of the Closing, all necessary official action of the County relating to the County Agreements, the County Resolution and the Official Statement, and all necessary official action of the Corporation relating to the Corporation Agreements, the Corporation Resolution, and the Official Statement, will have been taken and will be in full force and effect and will not have been amended, modified or supplemented in any material respect, except as may have been agreed to by the Corporation and Underwriter; and (e) As of or prior to the date of the Closing, the Underwriter will have received each of the following documents: (1) Certified copies of the County Resolution and the Corporation Resolution. (g2) Subsequent to the execution of this Agreement (i) neither the Company nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree and (ii) there shall not have been any change in the capital stock or long-term debt Xxxx executed copies of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the financial condition, results of operations, properties, senior management or business of the Company and its subsidiaries taken as a wholeTrust Agreement, the effect of whichAssignment Agreement, in any such case described in clause (i) or (ii)the Lease Agreement, isthe Ground Lease, individually or in the aggregate, in the judgment of the Representatives, so material Continuing Disclosure Agreement and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or the delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Pricing Disclosure Package and the Prospectusthis Purchase Contract. (h3) The Company shall have furnished or caused to be furnished to Preliminary Official Statement and the Underwriters Official Statement, with the Official Statement duly executed on behalf of the County. (4) Approving opinions of Special Counsel, dated as of the Closing Date a certificate Closing, as to the validity of the Chief Executive OfficerCertificates and the exclusion of interest on the Certificates from federal gross income and the exemption of interest on the Certificates from State personal income taxation, addressed to the Chief Financial Officer or County substantially in the Treasurer form attached in Appendix D to the Official Statement, and a reliance letter with respect thereto addressed to the Underwriter. (5) A supplemental opinion of Special Counsel, addressed to the CompanyUnderwriter, including a statementto the effect that: (i) That The Purchase Contract has been duly executed and delivered by the representationsCounty and, warranties assuming due authorization, execution and agreements of delivery by the Company in Section 1 are true Underwriter, is valid and correct on binding upon the County, subject to laws relating to bankruptcy, insolvency, reorganization or creditors’ rights generally and as of the Closing Date, and the Company has complied with all its agreements contained herein and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Dateapplication of equitable principles; (ii) That no stop order suspending the effectiveness of the Registration Statement has been issued; and no proceedings or examination for that purpose have been instituted or, The Certificates are exempt from registration pursuant to the knowledge Securities Act of such officer1933, threatened; as amended (the “Securities Act”), and the Commission shall not have notified the Company of any objection Trust Agreement is exempt from qualification pursuant to the use Trust Indenture Act of the Registration Statement or any post-effective amendment thereto1939, as amended; and (iii) To The statements contained in the Official Statement on the cover and under the headings “INTRODUCTION,” “THE CERTIFICATES,” “SECURITY AND SOURCES OF PAYMENT” and “TAX MATTERS,” and in “APPENDIX C – SUMMARY OF PRINCIPAL LEGAL DOCUMENTS” and “APPENDIX D – PROPOSED FORM OF SPECIAL COUNSEL OPINIONS,” insofar as such statements purport to describe certain provisions of the Certificates, the Ground Lease, the Lease Agreement, the Assignment Agreement and the Trust Agreement, or to summarize the opinion of Special Counsel regarding the tax-exempt nature of the interest on the Certificates, are accurate in all material respects. (6) A letter from Xxxxx Xxxxxxx LLP, as disclosure counsel to the County, addressed to the Underwriter, to the effect that: During the course of Section 7(g) our work on this matter, no facts have come to our attention that cause us to believe that the Official Statement (provided that no representation excluding therefrom the financial statements, any financial or statistical data, or forecasts, charts, numbers, estimates, projections, assumptions or expressions of opinion or any information with respect to the judgment County’s compliance with continuing disclosure undertakings under Rule 15c2-12 included in the Official Statement and the appendices to the Official Statement) as of the Representatives need be date of the Official Statement contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (7) An opinion or opinions of the County Counsel, dated as of the Closing addressed to the County and Section 7(i).the Underwriter, in form and substance acceptable to the Underwriter, to the effect that: (i) Subsequent to The Corporation is a nonprofit public benefit corporation duly organized and validly existing under the earlier laws of the Applicable Time State of California. The Corporation Board is the governing body of the Corporation. (ii) The Corporation has all necessary power and authority to adopt the Corporation Resolution, to enter into and perform its duties under the Corporation Agreements, and, when executed and delivered by the respective parties thereto, the Corporation Agreements will each constitute a legal, valid and binding obligation of the Corporation enforceable in accordance with its respective terms, except as such enforcement may be limited by bankruptcy, moratorium and the exercise of equitable principles where equitable remedies are sought. (iii) The Corporation Resolution was duly adopted at a meeting of the Corporation Board, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the Corporation Resolution is in full force and effect and has not been modified, amended or rescinded since the date of its adoption. (iv) The execution and delivery by the Corporation of this Agreement there shall not have occurred the Corporation Agreements, the Official Statement and the other instruments contemplated by any of such documents to which the following: (i) downgrading shall have occurred in Corporation is a party, and compliance with the rating accorded the Company’s debt securities by provisions of each thereof, will not conflict with or constitute a breach of or default under any “nationally recognized statistical rating organization,” as that term is used by the Commission in Section 15E under the Exchange Act, applicable law or (ii) such organization shall have publicly announced that it has under surveillance administrative rule or review, with possible negative implications, its rating of any regulation of the Company’s debt securities. (j) The Notes shall be eligible for clearance and settlement through DTC. (k) The Company and the Trustee shall have executed and delivered the IndentureState of California, and the Underwriters shall have received copies thereof, duly executed by the Company and the Trustee. (l) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) (A) trading in securities generally on any securities exchange that has registered with the Commission under Section 6 of the Exchange Act (including the New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market) or (B) trading in any securities of the Company on any exchange shall have been suspended or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a general moratorium on commercial banking activities shall have been declared by federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration any department, division, agency or instrumentality of a national emergency or war by the United States, or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such)either thereof, or any applicable court or administrative decree or order or any loan agreement, note, resolution, indenture, contract, agreement or other calamity instrument to which the Corporation is a party or crisis either within is otherwise subject or outside the United States, bound in each case, as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering, sale or delivery of the Notes being delivered on the Closing Date on the terms and in the a manner contemplated in the Prospectus or that, in the judgment of the Representatives, could which would materially and adversely affect the financial markets or Corporation’s performance under the markets for the Notes and other debt securitiesCorporation Agreements. (mv) On All approvals, consents, authorizations, elections and orders of or prior to filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the Closing Dateabsence of which would materially adversely affect, the Company shall performance by the Corporation of its obligations under the Corporation Agreements have furnished to the Underwriters such further certificates been obtained and documents as the Underwriters may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form full force and substance reasonably satisfactory effect. (vi) To the best of the County Counsel’s knowledge, other than as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, is pending or threatened in any way against the Corporation (A) affecting the existence of the Corporation or the titles of its Corporation Board members or its officers to counsel for their respective offices, (B) seeking to restrain or to enjoin the Underwriters.issuance or sale of the Certificates, (C) in any way contesting or affecting the validity or enforceability of the Corporation Resolution or the Corporation Agreements,

Conditions to Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase the Notes on the Closing Date Firm Units under this Agreement are subject to the accuracy, when made and on and as satisfaction of each of the Closing Date, following conditions: (a) All of the representations and warranties of the Company contained herein, to in this Agreement shall be true and correct on the performance by Closing Date and any Option Closing Date with the Company of its obligations hereunder, same force and to each effect as if made on and as of the following additional terms Closing Date and conditions:any Option Closing Date. (ab) The Prospectus Registration Statement shall have been timely filed with the Commission in accordance with Section 5(a). The Company shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after become effective not later than 5:00 p.m. EST, on the date hereof; of this Agreement or at such later date and time as you may approve in 16 writing and no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding or examination for such that purpose shall have been initiated commenced or threatened shall be pending before or contemplated by the Commission; , and any request for additional information on the part of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (b) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP shall have furnished to the Underwriters its written opinions, as counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially in the form of Exhibit A-1 heretofulfilled. (c) D. Xxxxxxx Xxxxxx, Executive Vice President and Global General Counsel shall have furnished to the Underwriters his written opinion, as Nevada counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially in the form of Exhibit A-2 hereto. (d) The Underwriters shall have received from Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions and negative assurance letter, dated the Closing Date, with respect to the issuance and sale of the Notes, the Pricing Disclosure Package, the Prospectus and other related matters as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents and information as such counsel reasonably requests for the purpose of enabling them to pass upon such matters. (e) Promptly following the execution of this Agreement, the Representatives, on behalf of the Underwriters, shall have received from Deloitte & Touche LLP a letter, in form and substance reasonably satisfactory to the Underwriters, addressed to the Underwriters and dated the date hereof, containing statements and information of the type ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (f) With respect to the letter of Deloitte & Touche LLP referred to in the preceding paragraph and delivered to the Representatives, on behalf of the Underwriters, promptly following the execution of this Agreement (the “initial letter”), the Company shall have furnished to the Underwriters a “bring-down letter” of such accountants, addressed to the Underwriters and dated the Closing Date, confirming as of the Closing Date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Pricing Disclosure Package or the Prospectus, as of a date not more than three days prior to Since the date of the Closing Date) in all material respects the conclusions and findings set forth latest balance sheet included in the initial letter. (g) Subsequent to Registration Statement and in the execution of this Agreement Prospectus: (i) neither there shall not have occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company nor any of and its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamitysubsidiaries, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree and arising in the ordinary course of business; (ii) there shall not have been any change in the capital stock or increase in the long-term debt of the Company or any of its subsidiaries from that set forth in the Registration Statement and the Prospectus; and (iii) the Company and its subsidiaries shall have no liability or any changeobligation, direct or any development involving a prospective changecontingent, in or affecting the financial condition, results of operations, properties, senior management or business of that is material to the Company and its subsidiaries taken as a whole, the effect of which, in any such case described in clause (i) or (ii), is, individually or other than those reflected in the aggregate, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or the delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Pricing Disclosure Package Registration Statement and the Prospectus. (hd) The Company You shall have furnished or caused to be furnished to the Underwriters dated as of received on the Closing Date a certificate dated the Closing Date signed by the principal executive officer and the principal financial or accounting officer of the Chief Executive Officer, Company confirming the Chief Financial Officer or matters set forth in Section 9(c) and to the Treasurer of the Company, including a statement: effect that (i) That the representations, warranties and agreements of the Company in Section 1 are true and correct on and as of the Closing Date, and the Company has complied with all its agreements contained herein and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (ii) That no stop order suspending the effectiveness of the Registration Statement has been issued; issued and no proceedings or examination proceeding for that purpose have been instituted is pending before or, to the knowledge of such officersigners, threatened; and the Commission shall not have notified the Company of any objection to the use of the Registration Statement or any post-effective amendment thereto; and (iii) To the effect of Section 7(g) (provided that no representation with respect to the judgment of the Representatives need be made) and Section 7(i). (i) Subsequent to the earlier of the Applicable Time and the execution and delivery of this Agreement there shall not have occurred any of the following: (i) downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” as that term is used contemplated by the Commission in Section 15E under the Exchange Act, or commission; (ii) such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities. (j) The Notes shall be eligible for clearance and settlement through DTC. (k) The Company and the Trustee shall have executed and delivered the Indenture, and the Underwriters shall have received copies thereof, duly executed by the Company has performed all agreements and the Trustee. (l) Subsequent satisfied all conditions on its part to the execution and delivery of be performed or satisfied under this Agreement there shall not have occurred any of the following: (i) (A) trading in securities generally on any securities exchange that has registered with the Commission under Section 6 of the Exchange Act (including the New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market) or (B) trading in any securities of the Company on any exchange shall have been suspended or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a general moratorium on commercial banking activities shall have been declared by federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such), or any other calamity or crisis either within or outside the United States, in each case, as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering, sale or delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Prospectus or that, in the judgment of the Representatives, could materially and adversely affect the financial markets or the markets for the Notes and other debt securities. (m) On at or prior to the Closing Date, ; (iii) the representations and warranties of the Company herein contained are true and correct to the same extent as if made on and as of the Closing Date; (iv) there is no litigation or governmental proceeding pending or threatened against the Company or any of its subsidiaries or any property of the Company or any of its subsidiaries that is required to be disclosed in the Registration Statement and the Prospectus and is not so disclosed; and (v) there is no failure by the Company or any of its subsidiaries to comply with any applicable Federal, state or other law or regulation relating to the conduct of the business of the Company and its subsidiaries that may have a material adverse effect on the condition, financial or otherwise, or on the earnings, business affairs or business prospects of the Company and its subsidiaries, taken as a whole, other than as set forth in the Registration Statement and the Prospectus. (e) You shall have furnished to received on the Underwriters such further certificates and documents as the Underwriters may reasonably request. All opinions, letters, evidence and certificates mentioned above Closing Date or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably on any Option Closing Date an opinion (satisfactory to you and counsel for the Underwriters.), dated the Closing Date or Option Closing Date, as applicable, of Law Office of Michxxx X. Xxxr, counsel for the Company, to the effect that: (i) the Company and each of its subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to carry on its business and to own, lease and operate its properties as described in the Registration Statement and the Prospectus; 17 (ii) the Company and each of its subsidiaries is duly qualified and in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure so to qualify would not have a material adverse effect on the earnings, business affairs or business prospects of the Company and its subsidiaries, taken as a whole; (A) the Company has the corporate power and authority to enter into and perform this Agreement and to issue, sell and deliver the Securities; and (B) this Agreement has been duly and validly authorized, executed and delivered by the Company; (iv) (A) the authorized and issued capital stock of the Company is correctly set forth in the Registration Statement and Prospectus under the caption "Capitalization," and (B) the Securities to be sold by the Company hereunder have been duly authorized and, when issued and delivered and paid for hereunder, will be validly issued, fully paid and nonassessable and free of pre-emptive or similar rights; (v) all of the issued and outstanding shares of capital stock of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, to such counsel's knowledge, are owned (or will be owned on the Closing Date) by the Company free and clear of any mortgage, pledge, lien, encumbrance, claim or equity; there is no outstanding right, warrant or option to acquire, or instrument convertible into or exchangeable for, any shares of capital stock or other equity interest in any subsidiary; (vi) the description of the Securities contained or to be contained in the Company's Registration Statement on Form 8-A under the caption "Description of Registrant's Securities to be Registered," is true and correct in all material respects and fairly presents the information called for with respect to the Securities, and the statements in the Registration Statement and the Prospectus under the captions "The Company," "Risk Factors," "Proposed Business", "Federal Income Tax Considerations", and "Shares Eligible for Future Sale", insofar as such statements constitute a summary of the statutes, rules, regulations, documents or proceedings referred to therein, are true and correct in all material respects and fairly present the information called for by the Act with respect thereto;

Conditions to Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase the Notes on the Closing Date are subject to the accuracy, when made and on and as of the Closing Date, of Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Company Authority and the City contained hereinherein and to be contained in the documents and instruments to be delivered on the date of the Closing, to and upon the performance by the Company Authority and the City of its their respective obligations hereunder, to be performed hereunder and under such documents and instruments to each be delivered at or prior to the date of the Closing. The Underwriter’s obligations under this Purchase Contract are and shall also be subject to the following additional terms and conditions: (a) The Prospectus representations and warranties of the Authority and the City contained in this Agreement shall have been timely filed with the Commission be true and correct in accordance with Section 5(a). The Company shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after material respects on the date hereof; no stop order suspending the effectiveness of this Purchase Contract and on and as of the Registration Statement or preventing or suspending the use date of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding or examination for such purpose shall have been initiated or threatened by Closing as if made on the Commission; and any request date of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied withClosing. (b) SkaddenAs of the date of the Closing, Arpsthe Official Statement shall not have been amended, Slatemodified or supplemented, Xxxxxxx & Xxxx LLP shall except in any case as may have furnished been agreed to by the Underwriters its written opinions, as counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially in the form of Exhibit A-1 heretoUnderwriter. (c) D. Xxxxxxx Xxxxxx(i) As of the date of the Closing, Executive Vice President the Authority Resolution, the City Resolution, the Authority Agreements and Global General Counsel the City Agreements shall be in full force and effect, and shall not have furnished been amended, modified or supplemented, except as may have been agreed to by the Underwriters his written opinionAuthority, as Nevada counsel to the Company, addressed to City and the Underwriters and dated Underwriter; (ii) the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially Authority shall perform or have performed all of its obligations required under or specified in the form of Exhibit A-2 hereto. (d) The Underwriters shall have received from Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions and negative assurance letter, dated the Closing Date, with respect to the issuance and sale of the NotesAuthority Resolution, the Pricing Disclosure Package, the Prospectus Authority Agreements and other related matters as the Underwriters may reasonably require, and the Company shall have furnished this Purchase Contract to such counsel such documents and information as such counsel reasonably requests for the purpose of enabling them to pass upon such matters. (e) Promptly following the execution of this Agreement, the Representatives, on behalf of the Underwriters, shall have received from Deloitte & Touche LLP a letter, in form and substance reasonably satisfactory to the Underwriters, addressed to the Underwriters and dated the date hereof, containing statements and information of the type ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (f) With respect to the letter of Deloitte & Touche LLP referred to in the preceding paragraph and delivered to the Representatives, on behalf of the Underwriters, promptly following the execution of this Agreement (the “initial letter”), the Company shall have furnished to the Underwriters a “bring-down letter” of such accountants, addressed to the Underwriters and dated the Closing Date, confirming as of the Closing Date (or, with respect to matters involving changes be performed at or developments since the respective dates as of which specified financial information is given in the Pricing Disclosure Package or the Prospectus, as of a date not more than three days prior to the date of the Closing DateClosing; and (iii) in the City shall perform or have performed all material respects the conclusions and findings set forth of its obligations required under or specified in the initial letter. (g) Subsequent to the execution of this Agreement (i) neither the Company nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree and (ii) there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the financial condition, results of operations, properties, senior management or business of the Company and its subsidiaries taken as a wholeCity Resolution, the effect of which, in any such case described in clause (i) or (ii), is, individually or in the aggregate, in the judgment of the Representatives, so material City Agreements and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or the delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Pricing Disclosure Package and the Prospectus. (h) The Company shall have furnished or caused to be furnished to the Underwriters dated as of the Closing Date a certificate of the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Company, including a statement: (i) That the representations, warranties and agreements of the Company in Section 1 are true and correct on and as of the Closing Date, and the Company has complied with all its agreements contained herein and satisfied all the conditions on its part this Purchase Contract to be performed or satisfied hereunder at or prior to the Closing Date;date of the Closing. (iid) That no stop order suspending the effectiveness As of the Registration Statement has been issued; date of the Closing, all necessary official action of the Authority relating to the Authority Agreements, the Authority Resolution and no proceedings or examination for that purpose the Official Statement, and all necessary official action of the City relating to the City Agreements, the City Resolution, and the Official Statement, shall have been instituted or, to the knowledge of such officer, threatened; taken and the Commission shall be in full force and effect and shall not have notified the Company of been amended, modified or supplemented in any objection to the use of the Registration Statement or any post-effective amendment thereto; and (iii) To the effect of Section 7(g) (provided that no representation with respect to the judgment of the Representatives need be made) and Section 7(i)material respect. (ie) Subsequent to the earlier date of this Purchase Contract, up to and including the date of the Applicable Time and the execution and delivery of this Agreement Closing, there shall not have occurred any change in the financial affairs of the following: (i) downgrading shall have occurred Authority or the City, as described in the rating accorded Official Statement, which in the Company’s debt securities by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Section 15E under the Exchange Act, or (ii) such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any reasonable professional judgment of the Company’s debt securitiesUnderwriter materially impairs the investment quality of the Bonds. (jf) The Notes As of or prior to the date of the Closing, the Underwriter shall be eligible for clearance have received each of the following documents: (A) Certified copies of the Authority Resolution and settlement through DTCthe City Resolution. (kB) Xxxx executed copies of the Authority Agreements and the City Agreements. (C) The Company Preliminary Official Statement and the Trustee shall have Official Statement, with the Official Statement duly executed on behalf of the Authority and the City. (D) An approving opinion of Bond Counsel, dated as of the Closing, as to the validity of the Bonds and the exclusion of interest on the Bonds from State income taxation, addressed to the Authority and the City substantially in the form attached as an appendix to the Official Statement, and a reliance letter with respect thereto addressed to the Underwriter. (E) A supplemental opinion of Bond Counsel, addressed to the Underwriter, to the effect that: (1) The Purchase Contract has been duly executed and delivered by the IndentureAuthority and the City and is valid and binding upon the Authority and the City, subject to laws relating to bankruptcy, insolvency, reorganization or creditors’ rights generally and to the application of equitable principles; (2) The Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Underwriters shall have received copies Trust Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and (3) The statements contained in the Official Statement on the cover and under the captions “INTRODUCTION,” “THE FINANCING PLAN,” “THE SERIES 2015 BONDS,” “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2015 BONDS” and “TAX MATTERS,” and in Appendices A and C, insofar as such statements purport to describe certain provisions of the Bonds, or to state legal conclusions and the opinion of Bond Counsel regarding the tax exempt nature of the Bonds for State income tax purposes, present a fair and accurate summary of the provisions thereof. (F) An opinion of the City Attorney, dated as of the Closing addressed to the Authority, the City and the Underwriter, substantially in the form attached hereto as Exhibit E. (G) An executed Rule 15c2-12 certificate of the Authority and the City, dated as of the date of the Preliminary Official Statement, in the form attached hereto as Exhibit B. (H) An executed closing certificate of the Authority, dated as of the Closing, in the form attached hereto as Exhibit C. (I) An executed closing certificate of the City, dated as of the Closing, in the form attached hereto as Exhibit D. (J) The opinion of counsel of the Trustee, dated as of the Closing, addressed to the Authority, the City and the Underwriter to the effect that: (1) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America, having full powers and authority and being qualified to enter into, accept and administer the trust created under the Trust Agreement and to enter into the Trust Agreement; and (2) The Trust Agreement has been duly authorized, executed and delivered by the Trustee, and, assuming due authorization, execution and delivery by the other parties thereto, the Trust Agreement constitutes a legal, valid and binding agreement of the Trustee enforceable in accordance with its terms, subject to laws relating in bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and the application of equitable principles if equitable remedies are sought. (K) A certificate or certificates, dated as of the Closing, in form and substance acceptable to the Underwriter, of an authorized officer of officers of the Trustee to the effect that the Trustee has accepted the duties imposed by the Trust Agreement and is authorized to carry out such duties. (L) Evidence of required filings with the California Debt and Investment Advisory Commission. (M) A copy of the executed Blanket Issuer Letter of Representations by and between the Authority and DTC relating to the book entry system. (N) A title insurance policy (the “Title Policy”) insuring the Facilities (as such term is defined in the Facilities Sublease). (O) A certificate of Xxxx Xxxxxxxxx: (1) certifying as to the accuracy of the estimated values of the Facilities set forth in the Official Statement; and (2) to the effect that such estimated values reflect the recorded exceptions to title set forth in the Title Policy. (P) A certificate of the City with respect to the deed of trust recorded in the Official Records of Riverside County as Document No. 2011-0118463 in form and substance satisfactory to the Underwriter and counsel to the Underwriter. (Q) Evidence that the City maintains property, casualty and rental interruption insurance for the Facilities meeting the requirements set forth in the Facilities Sublease. (R) Evidence that the ratings assigned to the Bonds as of the date of the Closing are as set forth in the Official Statement. (S) A certified copy of the general resolution of the Trustee authorizing the execution and delivery of certain documents by certain officers of the Trustee, which resolution authorizes the execution and delivery of the Trust Agreement and the authentication and delivery of the Bonds by the Trustee. (T) An opinion of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a Professional Corporation, counsel to the Underwriter, addressed to the Underwriter and in form and substance satisfactory to the Underwriter. (U) A report of Digital Assurance Certification LLC as to compliance by the City and related entities with their respective continuing disclosure undertakings. (V) The Policy and the Reserve Policy, each duly executed by the Insurer. (W) A closing certificate of the Insurer, in form and substance satisfactory to the Underwriter and Bond Counsel. (X) A closing opinion of the Insurer, in form and substance satisfactory to the Underwriter and Bond Counsel. (Y) The Insurance Agreement, dated the date of the Closing, duly executed by the Company Insurer, the Authority and the TrusteeCity. (lZ) Subsequent Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter or Bond Counsel may reasonably request to evidence compliance by the execution Authority and delivery of this Agreement there shall not have occurred any the City with legal requirements, the truth and accuracy, as of the following: (i) (A) trading in securities generally on any securities exchange that has registered with the Commission under Section 6 date of the Exchange Act (including the New York Stock ExchangeClosing, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market) or (B) trading in any securities of the Company on any exchange shall have been suspended representations of the Authority and the City herein contained and of the Official Statement and the due performance or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market satisfaction by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a general moratorium on commercial banking activities shall have been declared by federal or state authorities, (iii) Authority and the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such), or any other calamity or crisis either within or outside the United States, in each case, as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering, sale or delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Prospectus or that, in the judgment of the Representatives, could materially and adversely affect the financial markets or the markets for the Notes and other debt securities. (m) On City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Closing Date, Authority and the Company shall have furnished to the Underwriters such further certificates and documents as the Underwriters may reasonably requestCity. All of the opinions, letters, evidence certificates, instruments and certificates other documents mentioned above or elsewhere in this Agreement Purchase Contract shall be deemed to be in compliance with the provisions hereof of this Purchase Contract if, but only if if, they are in form and substance reasonably satisfactory to counsel the Underwriter. If the Authority and the City are unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the UnderwritersBonds contained in this Purchase Contract, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter, the Authority nor the City shall be under further obligations hereunder, except that the respective obligations of the Authority, the City and the Underwriter set forth in Section 12 of this Purchase Contract shall continue in full force and effect.

Conditions to Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase the Notes on the Closing Date are subject to the accuracy, when made and on and as of the Closing Date, of Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Company County contained hereinherein and to be contained in the documents and instruments to be delivered on the date of the Closing, including, without limitation, the certificate of the Corporation to be delivered at Closing in substantially the form attached hereto as Exhibit I (the “Letter of Representations”) and upon the performance by the Company County of its their respective obligations hereunder, to be performed hereunder and under such documents and instruments to each be delivered at or prior to the date of the Closing. The Underwriter’s obligations under this Purchase Contract are and will also be subject to the sale, issuance and delivery of the Certificates as well as the following additional terms and conditions: (a) The Prospectus shall have been timely filed with representations and warranties of the Commission County contained in accordance with Section 5(a). The Company shall have complied with this Purchase Contract will be true and correct in all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after material respects on the date hereof; no stop order suspending the effectiveness of this Purchase Contract and on and as of the Registration Statement or preventing or suspending the use date of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding or examination for such purpose shall have been initiated or threatened by Closing as if made on the Commission; and any request date of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with.Closing; (b) SkaddenAs of the date of the Closing, Arpsthe Official Statement may not have been amended, Slatemodified or supplemented, Xxxxxxx & Xxxx LLP shall except in any case as may have furnished been agreed to in writing by the Underwriters its written opinions, as counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially in the form of Exhibit A-1 hereto.Underwriter; (c) D. Xxxxxxx Xxxxxx, Executive Vice President and Global General Counsel shall have furnished to the Underwriters his written opinion, as Nevada counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially in the form of Exhibit A-2 hereto. (di) The Underwriters shall have received from Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions and negative assurance letter, dated the Closing Date, with respect to the issuance and sale As of the Notesdate of the Closing, the Pricing Disclosure PackageCounty Resolution, the Prospectus and other related matters as resolution adopted by the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents and information as such counsel reasonably requests for the purpose Board of enabling them to pass upon such matters. (e) Promptly following the execution of this Agreement, the Representatives, on behalf Directors of the UnderwritersCorporation adopted on November [13], shall have received from Deloitte & Touche LLP a letter, in form and substance reasonably satisfactory to the Underwriters, addressed to the Underwriters and dated the date hereof, containing statements and information of the type ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (f) With respect to the letter of Deloitte & Touche LLP referred to in the preceding paragraph and delivered to the Representatives, on behalf of the Underwriters, promptly following the execution of this Agreement 2018 (the “initial letterCorporation Resolution”), the Company shall County Agreements and the Ground Lease, the Lease Agreement, the Trust Agreement, the Assignment Agreement, the Continuing Disclosure Agreement and this Purchase Contract (the “Corporation Agreements”) will be in full force and effect, and will not have furnished been amended, modified or supplemented, except as may have been agreed to by the Underwriters a “bring-down letter” Underwriter, (ii) the County will perform or have performed all of such accountants, addressed to the Underwriters and dated the Closing Date, confirming as of the Closing Date (or, with respect to matters involving changes its obligations required under or developments since the respective dates as of which specified financial information is given in the Pricing Disclosure Package County Resolution and the County Agreements to be performed at or the Prospectus, as of a date not more than three days prior to the date of the Closing DateClosing; and (iii) in the Corporation will perform or have performed all material respects the conclusions and findings set forth of its obligations required under or specified in the initial letterCorporation Resolution and the Corporation Agreements to be performed at or prior to the date of the Closing; (d) As of the date of the Closing, all necessary official action of the County relating to the County Agreements, the County Resolution and the Official Statement, and all necessary official action of the Corporation relating to the Corporation Agreements, the Corporation Resolution, and the Official Statement, will have been taken and will be in full force and effect and will not have been amended, modified or supplemented in any material respect, except as may have been agreed to by the Corporation and Underwriter; and (e) As of or prior to the date of the Closing, the Underwriter will have received each of the following documents: (1) Certified copies of the County Resolution and the Corporation Resolution. (g2) Subsequent to the execution of this Agreement (i) neither the Company nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree and (ii) there shall not have been any change in the capital stock or long-term debt Xxxx executed copies of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the financial condition, results of operations, properties, senior management or business of the Company and its subsidiaries taken as a wholeTrust Agreement, the effect of whichAssignment Agreement, in any such case described in clause (i) or (ii)the Lease Agreement, isthe Ground Lease, individually or in the aggregate, in the judgment of the Representatives, so material Continuing Disclosure Agreement and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or the delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Pricing Disclosure Package and the Prospectusthis Purchase Contract. (h3) The Company shall have furnished or caused to be furnished to Preliminary Official Statement and the Underwriters Official Statement, with the Official Statement duly executed on behalf of the County. (4) Approving opinions of Special Counsel, dated as of the Closing Date a certificate Closing, as to the validity of the Chief Executive OfficerCertificates and the exclusion of interest on the Certificates from federal gross income and the exemption of interest on the Certificates from State personal income taxation, addressed to the Chief Financial Officer or County substantially in the Treasurer form attached in Appendix D to the Official Statement, and a reliance letter with respect thereto addressed to the Underwriter. (5) A supplemental opinion of Special Counsel, dated the Companydate of Closing, including a statementaddressed to the Underwriter, to the effect that: (i) That The Purchase Contract has been duly executed and delivered by the representationsCounty and, warranties assuming due authorization, execution and agreements of delivery by the Company in Section 1 are true Underwriter, is valid and correct on binding upon the County, subject to laws relating to bankruptcy, insolvency, reorganization or creditors’ rights generally and as of the Closing Date, and the Company has complied with all its agreements contained herein and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Dateapplication of equitable principles; (ii) That no stop order suspending the effectiveness of the Registration Statement has been issued; and no proceedings or examination for that purpose have been instituted or, The Certificates are exempt from registration pursuant to the knowledge Securities Act of such officer1933, threatened; as amended (the “Securities Act”), and the Commission shall not have notified the Company of any objection Trust Agreement is exempt from qualification pursuant to the use Trust Indenture Act of the Registration Statement or any post-effective amendment thereto1939, as amended; and (iii) The statements contained in the Official Statement on the cover and under the headings “INTRODUCTION,” “THE CERTIFICATES,” “SECURITY AND SOURCES OF PAYMENT” and “TAX MATTERS,” and in “APPENDIX C – SUMMARY OF PRINCIPAL LEGAL DOCUMENTS” and “APPENDIX D – PROPOSED FORM OF SPECIAL COUNSEL OPINIONS,” insofar as such statements purport to describe certain provisions of the Certificates, the Ground Lease, the Lease Agreement, the Assignment Agreement and the Trust Agreement, or to summarize the opinion of Special Counsel regarding the tax-exempt nature of the interest on the Certificates, are accurate in all material respects. (6) A letter from Xxxxx Xxxxxxx LLP, as disclosure counsel to the County, addressed to the Underwriter, to the effect that: During the course of our work on this matter, no facts have come to our attention that cause us to believe that the Official Statement (excluding therefrom the financial statements, any financial or statistical data, or forecasts, charts, numbers, estimates, projections, assumptions or expressions of opinion included in the Official Statement and the appendices to the Official Statement) as of the date of the Official Statement and as of the date of Closing, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (7) An opinion or opinions of the County Counsel, dated as of the Closing addressed to the County and the Underwriter, in form and substance acceptable to the Underwriter, to the effect that: (i) The Corporation is a nonprofit public benefit corporation duly organized and validly existing under the laws of the State of California. The Corporation Board is the governing body of the Corporation. (ii) The Corporation has all necessary power and authority to adopt the Corporation Resolution, to enter into and perform its duties under the Corporation Agreements, and, when executed and delivered by the respective parties thereto, the Corporation Agreements will each constitute a legal, valid and binding obligation of the Corporation enforceable in accordance with its respective terms, except as such enforcement may be limited by bankruptcy, moratorium and the exercise of equitable principles where equitable remedies are sought. (iii) The Corporation Resolution was duly adopted at a meeting of the Corporation Board, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the Corporation Resolution is in full force and effect and has not been modified, amended or rescinded since the date of its adoption. (iv) The execution and delivery by the Corporation of the Corporation Agreements, the Official Statement and the other instruments contemplated by any of such documents to which the Corporation is a party, and compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California, the United States or any department, division, agency or instrumentality of either thereof, or any applicable court or administrative decree or order or any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Corporation is a party or is otherwise subject or bound in a manner which would materially adversely affect the Corporation’s performance under the Corporation Agreements. (v) All approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Corporation of its obligations under the Corporation Agreements have been obtained and are in full force and effect. (vi) To the effect best of Section 7(gthe County Counsel’s knowledge, other than as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, is pending or threatened in any way against the Corporation (A) affecting the existence of the Corporation or the titles of its Corporation Board members or its officers to their respective offices, (provided that no representation B) seeking to restrain or to enjoin the issuance or sale of the Certificates, (C) in any way contesting or affecting the validity or enforceability of the Corporation Resolution or the Corporation Agreements, (D) in any way contesting the powers of the County to issue or sell the Certificates or the Corporation’s authority with respect to the judgment Corporation Resolution or the Corporation Agreements, (E) in any way contesting or affecting any of the Representatives need rights, powers, duties or obligations of the Corporation with respect to the money or property pledged or to be madepledged under the Trust Agreement, the Lease Agreement or the Ground Lease, or (G) and Section 7(i)in any way questioning the accuracy of the statements in the Official Statement. (ivii) Subsequent to the earlier The County is a county and political subdivision of the Applicable Time State organized and validly existing under the execution and delivery of this Agreement there shall not have occurred any laws of the following: (i) downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Section 15E under the Exchange Act, or (ii) such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating State of any California. The Board of Supervisors of the Company’s debt securitiesCounty is the governing body of the County. (jviii) The Notes shall County has all necessary power and authority to adopt the County Resolution, to enter into and perform its duties under the County Agreements and, when executed and delivered by the respective parties thereto, the County Agreements will each constitute legal, valid and binding obligation of the County enforceable in accordance with its respective terms, except as such enforcement may be eligible for clearance limited by bankruptcy, moratorium and settlement through DTCthe exercise of equitable principles where equitable remedies are sought. (kix) The Company County Resolution was duly adopted at a regular meeting of the Board of Supervisors, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the Trustee shall have executed County Resolution is in full force and delivered effect and has not been modified, amended or rescinded since the Indenture, and the Underwriters shall have received copies thereof, duly executed by the Company and the Trusteedate of its adoption. (lx) Subsequent to To the execution and delivery of this Agreement there shall not have occurred any best of the following: (i) County Counsel’s knowledge, other than as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, is pending or threatened in any way against the County (A) trading in securities generally on any securities exchange that has registered with affecting the Commission under Section 6 existence of the Exchange Act (including County or the New York Stock Exchangetitles of its Board members or its officers to their respective offices, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market) or (B) trading in any securities seeking to restrain or to enjoin the issuance or sale of the Company on any exchange shall have been suspended or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a general moratorium on commercial banking activities shall have been declared by federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such), or any other calamity or crisis either within or outside the United States, in each case, as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering, sale or delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Prospectus or that, in the judgment of the Representatives, could materially and adversely affect the financial markets or the markets for the Notes and other debt securities. (m) On or prior to the Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Underwriters may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.Certificates,

Conditions to Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase the Notes on the Closing Date are subject to the accuracy, when made and on and as of the Closing Date, of the representations and warranties of the Company contained herein, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a). The Company shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding or examination for such purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (b) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP shall have furnished to the Underwriters its written opinions, as counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially in the form of Exhibit A-1 hereto. (c) D. Xxxxxxx Xxxxxx Xxxxxx, Executive Senior Vice President and Deputy Global General Counsel shall have furnished to the Underwriters his written opinion, as Nevada counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially in the form of Exhibit A-2 hereto. (d) The Underwriters shall have received from Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions and negative assurance letter, dated the Closing Date, with respect to the issuance and sale of the Notes, the Pricing Disclosure Package, the Prospectus and other related matters as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents and information as such counsel reasonably requests for the purpose of enabling them to pass upon such matters. (e) Promptly following the execution of this Agreement, the Representatives, on behalf of the Underwriters, shall have received from Deloitte & Touche LLP a letter, in form and substance reasonably satisfactory to the Underwriters, addressed to the Underwriters and dated the date hereof, containing statements and information of the type ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (f) With respect to the letter of Deloitte & Touche LLP referred to in the preceding paragraph and delivered to the Representatives, on behalf of the Underwriters, promptly following the execution of this Agreement (the “initial letter”), the Company shall have furnished to the Underwriters a “bring-down letter” of such accountants, addressed to the Underwriters and dated the Closing Date, confirming as of the Closing Date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Pricing Disclosure Package or the Prospectus, as of a date not more than three days prior to the date of the Closing Date) in all material respects the conclusions and findings set forth in the initial letter. (g) Subsequent to the execution of this Agreement (i) neither the Company nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree and (ii) there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the financial condition, results of operations, properties, senior management or business of the Company and its subsidiaries taken as a whole, the effect of which, in any such case described in clause (i) or (ii), is, individually or in the aggregate, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or the delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Pricing Disclosure Package and the Prospectus. (h) The Company shall have furnished or caused to be furnished to the Underwriters dated as of the Closing Date a certificate of the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Company, including a statement: (i) That the representations, warranties and agreements of the Company in Section 1 are true and correct on and as of the Closing Date, and the Company has complied with all its agreements contained herein and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (ii) That no stop order suspending the effectiveness of the Registration Statement has been issued; and no proceedings or examination for that purpose have been instituted or, to the knowledge of such officer, threatened; and the Commission shall not have notified the Company of any objection to the use of the Registration Statement or any post-effective amendment thereto; and (iii) To the effect of Section 7(g) (provided that no representation with respect to the judgment of the Representatives need be made) and Section 7(i). (i) Subsequent to the earlier of the Applicable Time and the execution and delivery of this Agreement there shall not have occurred any of the following: (i) downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Section 15E under the Exchange Act, or (ii) such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities. (j) The Notes shall be eligible for clearance and settlement through DTC. (k) The Company and the Trustee shall have executed and delivered the Indenture, and the Underwriters shall have received copies thereof, duly executed by the Company and the Trustee. (l) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) (A) trading in securities generally on any securities exchange that has registered with the Commission under Section 6 of the Exchange Act (including the New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market) or (B) trading in any securities of the Company on any exchange shall have been suspended or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a general moratorium on commercial banking activities shall have been declared by federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such), or any other calamity or crisis either within or outside the United States, in each case, as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering, sale or delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Prospectus or that, in the judgment of the Representatives, could materially and adversely affect the financial markets or the markets for the Notes and other debt securities. (m) On or prior to the Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Underwriters may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.