Common use of Representations, Warranties and Agreements of the City Clause in Contracts

Representations, Warranties and Agreements of the City. The City hereby represents, warrants and agrees with the Underwriter as follows: (a) The City is, and will be on the Closing Date, a charter city, and has all necessary power and authority under its charter and the Municipal Code of the City to enter into and perform its duties under the Indenture, the Accounts Agreement, the Site Lease, the Ground Lease, [the Landlord Estoppel Certificate (Ground Lease),] the Lease Agreement, the Management Agreement, the Recognition and Acknowledgment Agreement, the Continuing Disclosure Agreement, and this Purchase Contract (collectively, the “City Documents”) and, when executed and delivered by the respective parties thereto, the City Documents will constitute the legal, valid and binding obligations of the City in accordance with their respective terms. (b) By all necessary official action of the City prior to or concurrently with the acceptance hereof, the City has duly approved the distribution of the Preliminary Official Statement and the execution, delivery and distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Documents and the consummation by it of all other transactions contemplated by the Preliminary Official Statement and the City Documents. (c) The City will deliver the duly executed City Documents on the Closing Date, and, when executed and delivered, the City Documents, assuming due authorization, execution and delivery by the other respective parties thereto, will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. (d) None of the City’s proceedings or authority for the execution and delivery of the City Documents, or the adoption of the resolution or resolutions of the City Council of the City approving the execution and delivery of the Series 2023[●] Bonds and authorizing the execution and delivery of the City Documents, has been repealed, modified, amended, revoked or rescinded. (e) At the date hereof and as of the Closing Date, except as otherwise disclosed in the Preliminary Official Statement, the City will be in compliance with the covenants and agreements contained in the City Documents, and no event of default shall have occurred and be continuing and no event has occurred and is continuing which, with the passage of time or giving of notice, or both, would constitute an event of default thereunder. (f) The City is not in any breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument which would affect its ability to perform under the City Documents; and the issuance of the Series 2023[●] Bonds and the execution and delivery of the Official Statement and the City Documents and compliance with the provisions on the City’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Collateral Documents. (g) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the best knowledge of the City after reasonable investigation, threatened against the City in any material respect affecting the existence of the City or the titles of its officers to their respective offices or affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Series 2023[●] Bonds or contesting or affecting, as to the City, the validity or enforceability of the Series 2023[●] Bonds or the City Documents or contesting the powers of the City or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the City Documents. (h) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations in connection with the issuance of the Series 2023[●] Bonds under the Indenture have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2023[●] Bonds; and, except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations under the City Documents have been duly obtained. (i) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as it may reasonably request in order (i) to qualify the Series 2023[●] Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Series 2023[●] Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Series 2023[●] Bonds; provided, however, that in no event shall the City be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject. (j) As of its date and the date hereof, the information contained in the Preliminary Official Statement (excluding the information contained under the captions “INTRODUCTION — Summary of the Project and Construction” and “— Summary of Potential COVID-19 Impacts”; “PROJECT PARTICIPANTS — The Authority”, “— The Manager”, “— TeamCo”, “— The Construction Monitor/Independent Engineer”, “— The Developer”, “— The Architects” and “— The Insurance Broker”; “ARENA MANAGEMENT AND OPERATIONS (except sub-sections “Project Leases and Agreements — Site Lease”, — Ground Lease”, — Lease Agreement” and “— Management Agreement”); “ARENA AND MANAGER FINANCES”; “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Construction Risks – Nonperformance by Design-Builder” and “— Risks Associated With Operations – National Hockey League”; “BANKRUPTCY RISK CONSIDERATIONS — Bankruptcy of the Authority; Enforceability of Documents with Respect to the Bankruptcy of the Authority”, “— Enforceability of Documents with Respect to the Bankruptcy of the Manager and/or TeamCo” and “— Operations During a Reorganization Proceeding”; “LITIGATION — The Manager”, “— TeamCo” and “— The Arena/The Project”; “APPENDIX B — “BOOK-ENTRY-ONLY SYSTEM”; APPENDIX O — “SUMMARY OF THE NAMING RIGHTS AGREEMENT”; and APPENDIX S “[ENGINEERING REPORT] / [CONSTRUCTION MONITOR REPORT]” THROUGH APPENDIX W “AUDITED FINANCIAL STATEMENTS OF THE MANAGER FOR THE YEARS ENDED [DECEMBER 31, 2021] AND [DECEMBER 31, 2022]” (collectively, the “City (k) As of the date thereof and at all times subsequent thereto to and including the date which is twenty-five (25) days following the End of the Underwriting Period (as such term is hereinafter defined in paragraph (o) of this Section 5) for the Series 2023[●] Bonds, the information contained in the Preliminary Official Statement and the Official Statement (excluding the City Excluded Information) did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (l) If between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, an event occurs which might or would cause the information contained in the Preliminary Official Statement or the Official Statement, as then supplemented or amended (excluding the Excluded Information as to which no representation is made), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City will notify the Underwriter, and, if in the opinion of the City, the Underwriter or its counsel, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement or the Official Statement, as applicable, the City will forthwith prepare and furnish to the Underwriter (at the expense of the Manager) a reasonable number of copies of an amendment of or supplement to the Preliminary Official Statement or the Official Statement, as applicable (in form and substance satisfactory to the Underwriter) which will amend or supplement the Preliminary Official Statement or the Official Statement, as applicable, so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Preliminary Official Statement or the Official Statement is delivered to prospective purchasers, not misleading. For the purposes of this paragraph, between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the City will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. (m) If the information contained in the Preliminary Official Statement or the Official Statement is amended or supplemented pursuant to paragraph (l) of this Section 5, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the portions of the Preliminary Official Statement or the Official Statement so supplemented or amended (only to the extent such portions do not constitute City Excluded Information) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (n) After the Closing Date, the City will not participate in the issuance of any amendment of or supplement to the Preliminary Official Statement or the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in wilting. (o) As used in this Section 5 and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Series 2023[●] Bonds shall mean the earlier of (i) the Closing Date unless the City shall have been notified in writing to the contrary by the Underwriter on or prior to the Closing Date, or (ii) the date on which the End of the Underwriting Period for the Series 2023[●] Bonds has occurred under Rule 15c2-12; provided, however, that the City may treat as the End of the Underwriting Period for the Series 2023[●] Bonds the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting Period.

Representations, Warranties and Agreements of the City. The For purposes of this Section 7, “to the best knowledge of the City” and “to the best of the City’s knowledge” means to the best knowledge of the Mayor, the Chief Operating Officer, the Chief Financial Officer, the City hereby represents, warrants Attorney and agrees with the Underwriter as follows:City’s Department heads. (a) The the City isis a municipal corporation organized and existing under a charter duly adopted pursuant to the provisions of the Constitution of the State, with full legal right, power, and will be on the Closing Dateauthority to execute, a charter city, and has all necessary power and authority under its charter and the Municipal Code of the City to enter into deliver and perform its duties obligations, as the case may be, under the Indenturethis Bond Purchase Agreement, the Accounts AgreementContinuing Disclosure Certificate, the Site Lease, the Ground Facility Lease, [and the Landlord Estoppel Tax Certificate (Ground Lease),] the Lease Agreement, the Management Agreement, the Recognition and Acknowledgment Agreement, the Continuing Disclosure Agreement, and this Purchase Contract (collectively, the “City City’s Legal Documents”) andand to carry out and consummate all transactions contemplated by each of the City’s Legal Documents, when executed and delivered by compliance with the respective parties theretoprovisions of the City’s Legal Documents will not materially conflict with or constitute a breach of or default under any applicable constitutional provision, law, charter provision, administrative regulation, court order or consent decree or any applicable judgment or decree or any loan agreement, note, resolution, indenture, agreement or other instrument to which the City Documents will constitute the legal, valid and binding obligations of the City in accordance with their respective terms.is a party or may be otherwise subject; (b) By all necessary official action the ordinance of the City prior to or concurrently with the acceptance hereofadopted on , 2015 and effective as of , 2015 approving and authorizing, among other things, the issuance of the Bonds and the entry into the Indenture by the Authority and the execution and delivery by the City has duly of the Site Lease, the Facility Lease, the Continuing Disclosure Certificate and this Bond Purchase Agreement, and the resolution of the City adopted on __, 2015 and approved for final passage on , 2015 approving the preparation and distribution of the Preliminary Official Statement and the executionOfficial Statement (collectively, delivery and distribution the “City Action”) were duly adopted at meetings of the Official StatementCity Council 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 has duly authorized are in full force and approved effect and have not been amended or repealed; (c) as of the execution and delivery of, time of acceptance hereof and the performance by the City of the obligations on its part contained inClosing, the City Documents and the consummation by it of all other transactions contemplated by except as otherwise disclosed in the Preliminary Official Statement and the Official Statement, there is no action, suit, proceeding, inquiry or investigation at law or in equity, notice of which has been served on the City, or by or before any court, governmental agency, public board or body pending or, to the best knowledge of the City, after reasonable investigation, threatened against or affecting the City (i) which in any way contests the existence, organization or powers of the City or the title of the officers of the City to their respective offices, or (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Bonds, or the payment or collection of revenues or assets of the City pledged or to be pledged to pay the obligations of the City under the Facility Lease or the obligations of the Authority under the Indenture, or the pledge thereof, or (iii) in any way contesting or affecting the validity or enforceability of the City’s Legal Documents., or (iv) contesting the power of the City or its authority with respect to the Bonds or the City’s Legal Documents, or (v) contesting the exclusion of interest on the Bonds from gross income for federal income tax purposes or (vi) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; nor, to the best knowledge of the City, is there any basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (vi) of this clause (c); (cd) The the execution and delivery of the Site Lease, the Facility Lease, the Continuing Disclosure Certificate, the Tax Certificate and this Bond Purchase Agreement, the adoption of the City Action and compliance by the City with the provisions of the City’s Legal Documents and the City Action, under the circumstances contemplated thereby, do not and will deliver the duly executed City Documents not in any material respect conflict with or constitute on the Closing Datepart of the City a breach or default under any agreement or other instrument to which the City is a party or by which it is bound or any existing law, andregulation, court order or consent decree to which the City is subject; (e) the City has duly authorized the preparation and distribution of the Preliminary Official Statement and the Official Statement and the execution and delivery of the Site Lease, the Facility Lease, the Continuing Disclosure Certificate, the Tax Certificate and this Bond Purchase Agreement and when executed and delivered, the City City’s Legal Documents, assuming due authorization, execution and delivery by the other respective parties thereto, will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally.; (df) None of the City’s proceedings or authority for the execution and delivery of the City Documents, or the adoption of the resolution or resolutions of the City Council of the City approving the execution and delivery of the Series 2023[●] Bonds and authorizing the execution and delivery of the City Documents, has been repealed, modified, amended, revoked or rescinded. (e) At the date hereof and as of the Closing Date, except as otherwise disclosed in the Preliminary Official Statement and the Official Statement, to the City will be in compliance with best of the covenants and agreements contained in City’s knowledge, the City Documents, and no event of default shall have occurred and be continuing and no event has occurred and is continuing which, with the passage of time or giving of notice, or both, would constitute an event of default thereunder. (f) The City is not in any material respect in violation or breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject of the State or the United States of America, or any agency or instrumentality of either of them, or any applicable judgment or decree decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument which would affect its ability to perform under the City Documents; and the issuance of the Series 2023[●] Bonds and the execution and delivery of the Official Statement and the City Documents and compliance with the provisions on the City’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute such a violation or a breach of or a default under any such instrument, which breach or default would materially adversely affect the security of the Bonds or the City’s performance under the City’s Legal Documents; and, except as disclosed in the Preliminary Official Statement and the Official Statement, the authorization, execution and delivery of the Site Lease, the Facility Lease, the Continuing Disclosure Certificate, the Tax Certificate and this Bond Purchase Agreement and compliance with the provisions of the City’s Legal Documents do not and will not conflict in any material respect with or constitute a material breach of or material default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound; nor will any such authorization, execution, delivery, adoption delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the its assets or properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement regulation or other instrument, except as may be provided in by the Collateral City’s Legal Documents.; (g) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the best knowledge as of the City after reasonable investigation, threatened against the City in any material respect affecting the existence of the City or the titles of its officers to their respective offices or affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Series 2023[●] Bonds or contesting or affecting, as to the City, the validity or enforceability of the Series 2023[●] Bonds or the City Documents or contesting the powers of the City or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the City Documents. (h) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance bydate hereof, the City of its obligations in connection with the issuance is, and as of the Series 2023[●] Bonds under the Indenture have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2023[●] Bonds; andClosing Date will be, except as described otherwise disclosed in or contemplated by the Preliminary Official Statement and the Official Statement, in compliance with the covenants and agreements contained in the City’s Legal Documents, and no event of default thereunder and no event, which, with the passage of time or giving of notice, or both, would constitute an event of default thereunder has occurred and is continuing; (h) all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, authority or agency or commission having jurisdiction of in the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations under the City Documents have been duly obtained. (i) The City will furnish such information, execute such instruments preparation and take such other action in cooperation with the Underwriter as it may reasonably request in order (i) to qualify the Series 2023[●] Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Series 2023[●] Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Series 2023[●] Bonds; provided, however, that in no event shall the City be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject. (j) As of its date and the date hereof, the information contained in the Preliminary Official Statement (excluding the information contained under the captions “INTRODUCTION — Summary of the Project and Construction” and “— Summary of Potential COVID-19 Impacts”; “PROJECT PARTICIPANTS — The Authority”, “— The Manager”, “— TeamCo”, “— The Construction Monitor/Independent Engineer”, “— The Developer”, “— The Architects” and “— The Insurance Broker”; “ARENA MANAGEMENT AND OPERATIONS (except sub-sections “Project Leases and Agreements — Site Lease”, — Ground Lease”, — Lease Agreement” and “— Management Agreement”); “ARENA AND MANAGER FINANCES”; “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Construction Risks – Nonperformance by Design-Builder” and “— Risks Associated With Operations – National Hockey League”; “BANKRUPTCY RISK CONSIDERATIONS — Bankruptcy of the Authority; Enforceability of Documents with Respect to the Bankruptcy of the Authority”, “— Enforceability of Documents with Respect to the Bankruptcy of the Manager and/or TeamCo” and “— Operations During a Reorganization Proceeding”; “LITIGATION — The Manager”, “— TeamCo” and “— The Arena/The Project”; “APPENDIX B — “BOOK-ENTRY-ONLY SYSTEM”; APPENDIX O — “SUMMARY OF THE NAMING RIGHTS AGREEMENT”; and APPENDIX S “[ENGINEERING REPORT] / [CONSTRUCTION MONITOR REPORT]” THROUGH APPENDIX W “AUDITED FINANCIAL STATEMENTS OF THE MANAGER FOR THE YEARS ENDED [DECEMBER 31, 2021] AND [DECEMBER 31, 2022]” (collectively, the “City (k) As of the date thereof and at all times subsequent thereto to and including the date which is twenty-five (25) days following the End of the Underwriting Period (as such term is hereinafter defined in paragraph (o) of this Section 5) for the Series 2023[●] Bonds, the information contained in the Preliminary Official Statement and the Official Statement (excluding or the due performance by the City Excluded Informationof its obligations under the City’s Legal Documents have been duly obtained or made and are in full force and effect (excepting only the required annual appropriation by the City Council to make Base Rental Payments under the Facility Lease); (i) the City will comply with the requirements of the Tax Certificate; (j) any certificate signed by any officer of the City and delivered to the Underwriters pursuant to the City’s Legal Documents or any document contemplated thereby shall be deemed a representation and warranty by the City to the Underwriters as to the statements made therein and that such officer shall have been duly authorized to execute the same; (k) to the best knowledge of the City, as of the date hereof and as of the Closing Date, there is no public vote or referendum pending or proposed, the results of which could adversely affect the transactions contemplated by the Preliminary Official Statement, the Official Statement, the City’s Legal Documents or the Bonds, or the Revenues securing the Bonds, or the validity or enforceability of the Bonds; (l) the information in the Preliminary Official Statement, as of its date and as of the date hereof, was and is true and correct in all material respects, and contained and contains no misstatement of any material fact, and did not and will does not contain omit any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under in which they such statements were made, not misleading., provided, however, (li) If between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, an event occurs which might City makes no representation or would cause warranty with respect to the information contained concerning The Depository Trust Company and its book-entry system, and any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the City in writing by such Underwriter expressly for use in the Preliminary Official Statement and any amendment or supplement thereto, and (ii) the City acknowledges that the only information relating to the Underwriters furnished to the City in writing by the Underwriters expressly for use in the Preliminary Official Statement and any amendment or supplement thereto is the information under the heading “UNDERWRITING” in the Preliminary Official Statement; (m) the information in the Official StatementStatement is, as then supplemented or amended (excluding and at all times subsequent to the Excluded Information as date of the Official Statement up to which and including the Closing Date will be, true and correct in all material respects, and the information in the Official Statement contains, and up to and including the Closing Date will contain, no representation is made), to contain an untrue statement misstatement of a any material fact or and does not, and up to and including the Closing Date will not, omit to state a material fact any statement necessary to make the statements contained therein, in the light of the circumstances under in which they such statements were made, not misleading, the City will notify the Underwriterprovided, andhowever, if in the opinion of the City, the Underwriter or its counsel, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement or the Official Statement, as applicable, the City will forthwith prepare and furnish to the Underwriter (at the expense of the Manager) a reasonable number of copies of an amendment of or supplement to the Preliminary Official Statement or the Official Statement, as applicable (in form and substance satisfactory to the Underwriter) which will amend or supplement the Preliminary Official Statement or the Official Statement, as applicable, so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Preliminary Official Statement or the Official Statement is delivered to prospective purchasers, not misleading. For the purposes of this paragraph, between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the City will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. (m) If the information contained in the Preliminary Official Statement or the Official Statement is amended or supplemented pursuant to paragraph (l) of this Section 5, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the portions of the Preliminary Official Statement or the Official Statement so supplemented or amended (only to the extent such portions do not constitute City Excluded Information) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (n) After the Closing Date, the City will not participate in the issuance of any amendment of or supplement to the Preliminary Official Statement or the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in wilting. (o) As used in this Section 5 and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Series 2023[●] Bonds shall mean the earlier of (i) the Closing Date unless City makes no representation or warranty with respect to the information concerning the Depository Trust Company and its book-entry system, and any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the City shall have been notified in writing to by such Underwriter expressly for use in the contrary by Official Statement and any amendment or supplement thereto (collectively, the Underwriter on or prior to the Closing Date“Excluded Information”), or (ii) the date on which the End of the Underwriting Period for the Series 2023[●] Bonds has occurred under Rule 15c2-12; provided, however, that the City may treat as the End of the Underwriting Period for the Series 2023[●] Bonds the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting Period.and

Representations, Warranties and Agreements of the City. The For purposes of this Section 7, “to the best knowledge of the City” and “to the best of the City’s knowledge” means to the best knowledge of the Mayor, the Chief Financial Officer, the City hereby represents, warrants Attorney and agrees with the Underwriter as follows:City’s Department heads. (a) The the City isis a municipal corporation organized and existing under a charter duly adopted pursuant to the provisions of the Constitution of the State, with full legal right, power, and will be on the Closing Dateauthority to execute, a charter city, and has all necessary power and authority under its charter and the Municipal Code of the City to enter into deliver and perform its duties obligations, as the case may be, under the Indenturethis Bond Purchase Agreement, the Accounts AgreementContinuing Disclosure Certificate, the Site Lease, the Ground Facilities Lease, [and the Landlord Estoppel Tax Certificate (Ground Lease),] the Lease Agreement, the Management Agreement, the Recognition and Acknowledgment Agreement, the Continuing Disclosure Agreement, and this Purchase Contract (collectively, the “City City’s Legal Documents”) and, when executed and delivered by the respective parties thereto, the City Documents will constitute the legal, valid to carry out and binding obligations of the City in accordance with their respective terms. (b) By consummate all necessary official action of the City prior to or concurrently with the acceptance hereof, the City has duly approved the distribution of the Preliminary Official Statement and the execution, delivery and distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Documents and the consummation by it of all other transactions contemplated by the Preliminary Official Statement and the City Documents. (c) The City will deliver the duly executed City Documents on the Closing Date, and, when executed and delivered, the City Documents, assuming due authorization, execution and delivery by the other respective parties thereto, will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. (d) None each of the City’s proceedings or authority for the execution and delivery of the City Legal Documents, or the adoption of the resolution or resolutions of the City Council of the City approving the execution and delivery of the Series 2023[●] Bonds and authorizing the execution and delivery of the City Documents, has been repealed, modified, amended, revoked or rescinded. (e) At the date hereof and as of the Closing Date, except as otherwise disclosed in the Preliminary Official Statement, the City will be in compliance with the covenants and agreements contained in provisions of the City Documents, and no event of default shall have occurred and be continuing and no event has occurred and is continuing which, City’s Legal Documents will not materially conflict with the passage of time or giving of notice, or both, would constitute an event of default thereunder. (f) The City is not in any a breach of or default under any applicable constitutional provision, law law, charter provision, administrative regulation, court order or administrative regulation to which it is subject consent decree or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, indenture, agreement or other instrument to which the City is a party or to which may be otherwise subject; (b) the ordinance of the City or any adopted on , 2014 and effective as of its property or assets is otherwise subject, 2014 approving and no event has occurred and is continuing which with the passage of time or the giving of noticeauthorizing, or bothamong other things, would constitute such a default or event of default in any material respect under any such instrument which would affect its ability to perform under the City Documents; and the issuance of the Series 2023[●] Bonds and the entry into the Indenture by the Authority and the execution and delivery by the City of the Second Amendment to Site Lease, the Second Amendment to Facilities Lease, the Continuing Disclosure Certificate and this Bond Purchase Agreement, and the resolution of the City adopted on , 2014 and approved for final passage on , 2014 approving the preparation and distribution of the Preliminary Official Statement and the Official Statement (collectively, the “City Documents and compliance with the provisions on the City’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets Action”) were duly adopted at meetings of the City under Council 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 are in full force and effect and have not been amended or repealed; (c) as of the terms time of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrumentacceptance hereof and the Closing, except as provided otherwise disclosed in the Collateral Documents. (g) There Preliminary Official Statement and the Official Statement, there is no action, suit, proceeding, inquiry or investigation, investigation at law or in equity, before notice of which has been served on the City, or by or before any court, governmental agency, public board or body, body pending or, to the best knowledge of the City City, after reasonable investigation, threatened against or affecting the City City (i) which in any material respect affecting way contests the existence existence, organization or powers of the City or the titles title of its the officers of the City to their respective offices offices, or affecting (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Series 2023[●] Bonds Bonds, or the payment or collection of revenues or assets of the City pledged or to be pledged to pay the obligations of the City under the Facilities Lease or the obligations of the Authority under the Indenture, or the pledge thereof, or (iii) in any way contesting or affecting, as to the City, affecting the validity or enforceability of the Series 2023[●] Bonds or the City Documents or contesting the powers of the City or its authority to enter intoCity’s Legal Documents, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the City Documents. (h) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations in connection with the issuance of the Series 2023[●] Bonds under the Indenture have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2023[●] Bonds; and, except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations under the City Documents have been duly obtained. (i) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as it may reasonably request in order (i) to qualify the Series 2023[●] Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Series 2023[●] Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Series 2023[●] Bonds; provided, however, that in no event shall the City be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject. (j) As of its date and the date hereof, the information contained in the Preliminary Official Statement (excluding the information contained under the captions “INTRODUCTION — Summary of the Project and Construction” and “— Summary of Potential COVID-19 Impacts”; “PROJECT PARTICIPANTS — The Authority”, “— The Manager”, “— TeamCo”, “— The Construction Monitor/Independent Engineer”, “— The Developer”, “— The Architects” and “— The Insurance Broker”; “ARENA MANAGEMENT AND OPERATIONS (except sub-sections “Project Leases and Agreements — Site Lease”, — Ground Lease”, — Lease Agreement” and “— Management Agreement”); “ARENA AND MANAGER FINANCES”; “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Construction Risks – Nonperformance by Design-Builder” and “— Risks Associated With Operations – National Hockey League”; “BANKRUPTCY RISK CONSIDERATIONS — Bankruptcy of the Authority; Enforceability of Documents with Respect to the Bankruptcy of the Authority”, “— Enforceability of Documents with Respect to the Bankruptcy of the Manager and/or TeamCo” and “— Operations During a Reorganization Proceeding”; “LITIGATION — The Manager”, “— TeamCo” and “— The Arena/The Project”; “APPENDIX B — “BOOK-ENTRY-ONLY SYSTEM”; APPENDIX O — “SUMMARY OF THE NAMING RIGHTS AGREEMENT”; and APPENDIX S “[ENGINEERING REPORT] / [CONSTRUCTION MONITOR REPORT]” THROUGH APPENDIX W “AUDITED FINANCIAL STATEMENTS OF THE MANAGER FOR THE YEARS ENDED [DECEMBER 31, 2021] AND [DECEMBER 31, 2022]” (collectively, the “City (k) As of the date thereof and at all times subsequent thereto to and including the date which is twenty-five (25) days following the End of the Underwriting Period (as such term is hereinafter defined in paragraph (o) of this Section 5) for the Series 2023[●] Bonds, the information contained in the Preliminary Official Statement and the Official Statement (excluding the City Excluded Information) did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (l) If between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, an event occurs which might or would cause the information contained in the Preliminary Official Statement or the Official Statement, as then supplemented or amended (excluding the Excluded Information as to which no representation is made), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City will notify the Underwriter, and, if in the opinion of the City, the Underwriter or its counsel, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement or the Official Statement, as applicable, the City will forthwith prepare and furnish to the Underwriter (at the expense of the Manager) a reasonable number of copies of an amendment of or supplement to the Preliminary Official Statement or the Official Statement, as applicable (in form and substance satisfactory to the Underwriter) which will amend or supplement the Preliminary Official Statement or the Official Statement, as applicable, so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Preliminary Official Statement or the Official Statement is delivered to prospective purchasers, not misleading. For the purposes of this paragraph, between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the City will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. (m) If the information contained in the Preliminary Official Statement or the Official Statement is amended or supplemented pursuant to paragraph (l) of this Section 5, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the portions of the Preliminary Official Statement or the Official Statement so supplemented or amended (only to the extent such portions do not constitute City Excluded Information) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (n) After the Closing Date, the City will not participate in the issuance of any amendment of or supplement to the Preliminary Official Statement or the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in wilting. (o) As used in this Section 5 and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Series 2023[●] Bonds shall mean the earlier of (i) the Closing Date unless the City shall have been notified in writing to the contrary by the Underwriter on or prior to the Closing Date, or (ii) the date on which the End of the Underwriting Period for the Series 2023[●] Bonds has occurred under Rule 15c2-12; provided, however, that the City may treat as the End of the Underwriting Period for the Series 2023[●] Bonds the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting Period.or

Representations, Warranties and Agreements of the City. The For purposes of this Section 7, “to the best knowledge of the City” and “to the best of the City’s knowledge” means to the best knowledge of the Mayor, the Chief Operating Officer, the City hereby represents, warrants Attorney and agrees with the Underwriter as follows:City’s Department heads. (a) The the City isis a municipal corporation organized and existing under a charter duly adopted pursuant to the provisions of the Constitution of the State, with full legal right, power, and will be on the Closing Dateauthority to execute, a charter city, and has all necessary power and authority under its charter and the Municipal Code of the City to enter into deliver and perform its duties obligations, as the case may be, under the Indenturethis Bond Purchase Agreement, the Accounts AgreementContinuing Disclosure Certificate, the Site Lease, the Ground Facilities Lease, [and the Landlord Estoppel Tax Certificate (Ground Lease),] the Lease Agreement, the Management Agreement, the Recognition and Acknowledgment Agreement, the Continuing Disclosure Agreement, and this Purchase Contract (collectively, the “City City’s Legal Documents”) andand to carry out and consummate all transactions contemplated by each of the City’s Legal Documents, when executed and delivered by compliance with the respective parties theretoprovisions of the City’s Legal Documents will not materially conflict with or constitute a breach of or default under any applicable constitutional provision, law, charter provision, administrative regulation, court order or consent decree or any applicable judgment or decree or any loan agreement, note, resolution, indenture, agreement or other instrument to which the City Documents will constitute the legal, valid and binding obligations of the City in accordance with their respective terms.is a party or may be otherwise subject; (b) By all necessary official action the ordinance of the City prior to or concurrently with the acceptance hereofadopted on [ ], 2012 and effective as of [ ], 2012 approving and authorizing, among other things, the issuance of the Bonds and the entry into the Indenture by the Authority and the execution and delivery by the City has duly of the Site Lease, the Facilities Lease, the Continuing Disclosure Certificate and this Bond Purchase Agreement, and the resolution of the City adopted on [ ], 2012 and approved for final passage on [ ], 2012 approving the preparation and distribution of the Preliminary Official Statement and the executionOfficial Statement (collectively, delivery and distribution the “City Action”) were duly adopted at meetings of the Official StatementCity Council 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 has duly authorized are in full force and approved effect and have not been amended or repealed; (c) as of the execution and delivery of, time of acceptance hereof and the performance by the City of the obligations on its part contained inClosing, the City Documents and the consummation by it of all other transactions contemplated by except as otherwise disclosed in the Preliminary Official Statement and the Official Statement, there is no action, suit, proceeding, inquiry or investigation at law or in equity, notice of which has been served on the City, or by or before any court, governmental agency, public board or body pending or, to the best knowledge of the City, after reasonable investigation, threatened against or affecting the City (i) which in any way contests the existence, organization or powers of the City or the title of the officers of the City to their respective offices, or (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Bonds, or the payment or collection of revenues or assets of the City pledged or to be pledged to pay the obligations of the City under the Facilities Lease or the obligations of the Authority under the Indenture, or the pledge thereof, or (iii) in any way contesting or affecting the validity or enforceability of the City’s Legal Documents., or (iv) contesting the power of the City or its authority with respect to the Bonds or the City’s Legal Documents, or (v) contesting the exclusion of interest on the Bonds from gross income for federal income tax purposes or (vi) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; nor, to the best knowledge of the City, is there any basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (vi) of this clause (c); (cd) The the execution and delivery of the City’s Legal Documents, the adoption of the City Action and compliance by the City with the provisions of the City’s Legal Documents and the City Action, under the circumstances contemplated thereby, do not and will deliver the duly executed City Documents not in any material respect conflict with or constitute on the Closing Datepart of the City a breach or default under any agreement or other instrument to which the City is a party or by which it is bound or any existing law, andregulation, court order or consent decree to which the City is subject; (e) the City has duly authorized the preparation and distribution of the Preliminary Official Statement and the Official Statement and the execution and delivery of the City’s Legal Documents and when executed and delivered, the City City’s Legal Documents, assuming due authorization, execution and delivery by the other respective parties thereto, will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally.generally and to the extent the indemnification provisions in this Bond Purchase Agreement may be limited by applicable federal and state securities laws; (df) None except as otherwise disclosed in the Preliminary Official Statement and the Official Statement, to the best of the City’s proceedings knowledge, after due inquiry, the City is not in any material respect in violation or authority for breach of or default under any applicable law or administrative regulation of the State or the United States of America, or any agency or instrumentality of either of them, or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute such a violation or a breach of or a default under any such instrument, which breach or default would materially adversely affect the security of the Bonds or the City’s performance under the City’s Legal Documents; and, except as disclosed in the Preliminary Official Statement and the Official Statement, the authorization, execution and delivery of the City DocumentsCity’s Legal Documents and compliance with the provisions of each of such agreements or instruments do not and will not conflict in any material respect with or constitute a material breach of or material default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the adoption City (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound; nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the City’s Legal Documents; (g) as of the resolution or resolutions of date hereof, the City Council of the City approving the execution and delivery of the Series 2023[●] Bonds and authorizing the execution and delivery of the City Documentsis, has been repealed, modified, amended, revoked or rescinded. (e) At the date hereof and as of the Closing DateDate will be, except as otherwise disclosed in the Preliminary Official Statement and the Official Statement, the City will be in compliance with the covenants and agreements contained in the City City’s Legal Documents, and no event of default shall have occurred and be continuing and no event has occurred and is continuing which, with the passage of time or giving of notice, or both, would constitute an event of default thereunder. (f) The City is not in any breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument which would affect its ability to perform under the City Documents; and the issuance of the Series 2023[●] Bonds and the execution and delivery of the Official Statement and the City Documents and compliance with the provisions on the City’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Collateral Documents. (g) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the best knowledge of the City after reasonable investigation, threatened against the City in any material respect affecting the existence of the City or the titles of its officers to their respective offices or affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Series 2023[●] Bonds or contesting or affecting, as to the City, the validity or enforceability of the Series 2023[●] Bonds or the City Documents or contesting the powers of the City or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the City Documents.; (h) All authorizations, all approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, authority or agency or commission having jurisdiction of in the matter which are required for the due authorization by, or which would constitute a condition precedent to the preparation and distribution of the Preliminary Official Statement and the Official Statement or the absence of which would materially adversely affect the due performance by, by the City of its obligations under the City’s Legal Documents have been duly obtained or made and are in full force and effect (excepting only the required annual appropriation by the City Council to make Base Rental Payments under the Facilities Lease); (i) the City will comply with the requirements of the Tax Certificate; (j) any certificate signed by any officer of the City and delivered to the Underwriter pursuant to the City’s Legal Documents or any document contemplated thereby shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein and that such officer shall have been duly authorized to execute the same; (k) to the best knowledge of the City, after due inquiry, as of the date hereof and as of the Closing Date, there is no public vote or referendum pending or proposed, the results of which could adversely affect the transactions contemplated by the Preliminary Official Statement, the Official Statement, the City’s Legal Documents or the Bonds, or the Revenues securing the Bonds, or the validity or enforceability of the Bonds; (l) the information in the Preliminary Official Statement, as of its date and as of the date hereof, was and is true and correct in all material respects, and contained and contains no misstatement of any material fact, and did not and does not omit any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading, provided, however, (i) the City makes no representation or warranty with respect to the information concerning The Depository Trust Company and its book-entry system, and any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the City in writing by the Underwriter expressly for use in the Preliminary Official Statement and any amendment or supplement thereto, and (ii) the City acknowledges that the only information relating to the Underwriter furnished to the City in writing by the Underwriter expressly for use in the Preliminary Official Statement and any amendment or supplement thereto is the information under the heading “UNDERWRITING” in the Preliminary Official Statement; (m) the information in the Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Closing Date will be, true and correct in all material respects, and the information in the Official Statement contains, and up to and including the Closing Date will contain, no misstatement of any material fact and does not, and up to and including the Closing Date will not, omit any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading, provided, however, (i) the City makes no representation or warranty with respect to the information concerning the Depository Trust Company and its book-entry system, and any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the City in writing by the Underwriter expressly for use in the Official Statement and any amendment or supplement thereto (collectively, the “Excluded Information”), and (ii) the City acknowledges that the only information relating to the Underwriter furnished to the City in writing by the Underwriter expressly for use in the Official Statement and any amendment or supplement thereto is the information under the heading “UNDERWRITING” in the Official Statement and the pricing information appearing on the inside front cover of the Official Statement; (n) the City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the issuance offering, sale or distribution of the Series 2023[●] Bonds under Bonds; (o) for purposes of the Indenture have been duly obtainedRule, the City has heretofore deemed final the Preliminary Official Statement prior to its use and distribution by the Underwriter, except for such approvals, consents and orders as may the information specifically permitted to be required under the Blue Sky or securities laws of any state in connection with the offering and sale omitted by paragraph (b)(1) of the Series 2023[●] Bonds; andRule; (p) the audited financial statements of the City incorporated by reference in the Preliminary Official Statement and the Official Statement have been prepared in all material respects on a consistent basis in accordance with generally accepted accounting principles applicable to the financial reporting of governmental entities, and present fairly the financial position of the City at the dates and for the periods indicated; (q) except as described otherwise disclosed in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction there has been no material adverse change in the financial condition of the matter which are required for the due authorization byCity since June 30, or which would constitute a condition precedent to or the absence of which 2011, that would materially adversely affect the due performance by, the City of its obligations City’s ability to make Base Rental Payments under the City Documents have been duly obtained.Facilities Lease; and (ir) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter except as it may reasonably request in order (i) to qualify the Series 2023[●] Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Series 2023[●] Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Series 2023[●] Bonds; provided, however, that in no event shall the City be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject. (j) As of its date and the date hereof, the information contained in the Preliminary Official Statement (excluding the information contained under the captions “INTRODUCTION — Summary of the Project and Construction” and “— Summary of Potential COVID-19 Impacts”; “PROJECT PARTICIPANTS — The Authority”, “— The Manager”, “— TeamCo”, “— The Construction Monitor/Independent Engineer”, “— The Developer”, “— The Architects” and “— The Insurance Broker”; “ARENA MANAGEMENT AND OPERATIONS (except sub-sections “Project Leases and Agreements — Site Lease”, — Ground Lease”, — Lease Agreement” and “— Management Agreement”); “ARENA AND MANAGER FINANCES”; “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Construction Risks – Nonperformance by Design-Builder” and “— Risks Associated With Operations – National Hockey League”; “BANKRUPTCY RISK CONSIDERATIONS — Bankruptcy of the Authority; Enforceability of Documents with Respect to the Bankruptcy of the Authority”, “— Enforceability of Documents with Respect to the Bankruptcy of the Manager and/or TeamCo” and “— Operations During a Reorganization Proceeding”; “LITIGATION — The Manager”, “— TeamCo” and “— The Arena/The Project”; “APPENDIX B — “BOOK-ENTRY-ONLY SYSTEM”; APPENDIX O — “SUMMARY OF THE NAMING RIGHTS AGREEMENT”; and APPENDIX S “[ENGINEERING REPORT] / [CONSTRUCTION MONITOR REPORT]” THROUGH APPENDIX W “AUDITED FINANCIAL STATEMENTS OF THE MANAGER FOR THE YEARS ENDED [DECEMBER 31, 2021] AND [DECEMBER 31, 2022]” (collectively, the “City (k) As of the date thereof and at all times subsequent thereto to and including the date which is twenty-five (25) days following the End of the Underwriting Period (as such term is hereinafter defined in paragraph (o) of this Section 5) for the Series 2023[●] Bonds, the information contained otherwise disclosed in the Preliminary Official Statement and the Official Statement (excluding the City Excluded Information) did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (l) If between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, an event occurs which might or would cause the information contained in the Preliminary Official Statement or the Official Statement, as then supplemented or amended (excluding the Excluded Information as to which no representation is made), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City will notify has not within the Underwriter, and, if last five calendar years failed to comply in the opinion of the City, the Underwriter or its counsel, such event requires the preparation and publication of a supplement or amendment any material respect with any continuing disclosure obligation undertaken pursuant to the Preliminary Official Statement or the Official StatementRule. All representations, as applicable, the City will forthwith prepare warranties and furnish to the Underwriter (at the expense agreements of the Manager) a reasonable number of copies of an amendment of or supplement to the Preliminary Official Statement or the Official Statement, as applicable (in form and substance satisfactory to the Underwriter) which will amend or supplement the Preliminary Official Statement or the Official Statement, as applicable, so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Preliminary Official Statement or the Official Statement is delivered to prospective purchasers, not misleading. For the purposes of this paragraph, between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the City will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. (m) If the information contained in the Preliminary Official Statement or the Official Statement is amended or supplemented pursuant to paragraph (l) of this Section 5, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the portions of the Preliminary Official Statement or the Official Statement so supplemented or amended (only to the extent such portions do not constitute City Excluded Information) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (n) After the Closing Date, the City will not participate in the issuance of any amendment of or supplement to the Preliminary Official Statement or the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in wilting. (o) As used in this Section 5 and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Series 2023[●] Bonds shall mean the earlier of (i) the Closing Date unless the City shall have been notified remain operative and in writing to full force and effect, regardless of any investigations made by or on the contrary by Underwriter’s behalf, and shall survive the Underwriter on or prior to the Closing Date, or (ii) the date on which the End delivery of the Underwriting Period for the Series 2023[●] Bonds has occurred under Rule 15c2-12; provided, however, that the City may treat as the End of the Underwriting Period for the Series 2023[●] Bonds the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting PeriodBonds.

Representations, Warranties and Agreements of the City. The City hereby represents, warrants and agrees with the Underwriter Underwriters as follows: (a) The City is, is a municipal corporation and will be on charter city organized and operating pursuant to its Charter and the Closing Date, a charter city, and has all necessary laws of the State of California with the full power and authority under its charter to execute and deliver the Municipal Code of the City Official Statement, and to enter into this Bond Purchase Agreement and perform its duties under the Indenture, the Accounts Agreement, the Site Lease, the Ground Lease, [the Landlord Estoppel Certificate (Ground Lease),] the Lease Agreement, the Management Agreement, the Recognition and Acknowledgment Agreement, the Continuing Disclosure Agreement, and this Purchase Contract (collectively, the “City Documents”) and, when Legal Documents to be executed and delivered by the respective parties thereto, the City Documents will constitute the legal, valid and binding obligations of the City in accordance with their respective terms.it; (b) By all necessary official action of the City prior to or concurrently with the acceptance hereof, the City has duly authorized and approved the distribution of the Preliminary Official Statement execution and the execution, delivery and distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Legal Documents to which it is a party, the Official Statement and this Bond Purchase Agreement to be executed by it and the consummation by it of all other transactions contemplated by the Preliminary Official Statement and the City Documents.this Bond Purchase Agreement; (c) The City will deliver represents to the duly executed City Documents on Underwriters that the Closing Date, and, when executed and delivered, Preliminary Official Statement has been "deemed final" by the City Documentsas of its date within the meaning of paragraph (b)(1) of Rule 15c2-12, assuming due authorization, execution except for the omission of some or all of such information the omission of which is permitted under Rule 15c2-12. The Preliminary Official Statement as of its date and delivery by the other respective parties thereto, will constitute the legally valid and binding obligations as of the City enforceable date hereof does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in accordance with their respective termslight of the circumstances under which they were made, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generallynot misleading. (d) None of the City’s proceedings or authority for the execution and delivery of the City Documents, or the adoption of the resolution or resolutions of the City Council of the City approving the execution and delivery of the Series 2023[●] Bonds and authorizing the execution and delivery of the City Documents, has been repealed, modified, amended, revoked or rescinded. (e) At the date hereof and as of the Closing Date, except as otherwise disclosed in the Preliminary Official Statement, the City will be in compliance with the covenants and agreements contained in the City Documents, and no event of default shall have occurred and be continuing and no event has occurred and is continuing which, with the passage of time or giving of notice, or both, would constitute an event of default thereunder. (f) The City is not in any breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument Legal Documents to which the City is a party and this Bond Purchase Agreement, when duly executed and delivered by the parties thereto, will constitute valid and binding obligations of the City, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles, whether or not equitable remedies are sought, and to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against public entities in the State, including the City and the Authority; (e) As of the date thereof, except for statements regarding DTC, as to which the City does not make any representation or warranty, the Official Statement does not contain any untrue statement of its property a material fact or assets is otherwise subjectomit to state a material fact necessary to make the statements therein, and no event has occurred and is continuing which with in the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument which would affect its ability to perform under the City Documents; and the issuance light of the Series 2023[●] Bonds and the circumstances under which they were made, not misleading; (f) The execution and delivery of the Official Statement Legal Documents to be executed by the City, this Bond Purchase Agreement and the City Documents Official Statement, and compliance with the provisions on the City’s 's part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, which breach or default would have a materially adverse effect on the transactions contemplated hereby or by the Official Statement or on the City's liabilities and obligations under the Legal Documents to which it is a party or is otherwise subject or any judgment or decree to which the City is a party or is otherwise subject (and of which the City has knowledge), nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City Project under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, which lien, charge or other security interest or encumbrance would have a materially adverse effect on the transactions contemplated hereby or by the Official Statement or on the City's liabilities and obligations under the Legal Documents to which it is a party, except as provided in the Collateral Documents.Legal Documents and disclosed in the Official Statement; (g) There Except as is otherwise disclosed in the Official Statement, the City is not in any material respect in breach of, or in default under, any applicable law or administrative regulation of the State of California or the United States of America or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject or any judgement or decree to which the City is a party or is otherwise subject (and of which the City has knowledge) that would have a materially adverse effect on the transactions contemplated hereby or by the Official Statement or on the City's liabilities and obligations under the Legal Documents to which it is a party or is otherwise subject or any judgment or decree to which the City is a party or is otherwise subject (and of which the City has knowledge), and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute a default or an event of default under any such instrument that would have a materially adverse effect on the transactions contemplated hereby or by the Official Statement or on the City's liabilities and obligations under the Legal Documents; (h) Except as otherwise disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, that has been served on the City and that is now pending or, to the best knowledge of the City after reasonable investigationofficial executing this Bond Purchase Agreement on the City's behalf, threatened against the City in any material respect affecting the Project, the existence of the City or the titles of its officers to their respective offices or affecting the finances or operations of the City, or seeking to prohibit, restrain or enjoin the issuancesale, sale execution or delivery of the Series 2023[●] 2013B Bonds or the payment of Base Rental Payments or Additional Payments, or contesting or affecting, as to the City, affecting the validity or enforceability of the Series 2023[●] Bonds or Legal Documents to which the City Documents is a party or this Bond Purchase Agreement or contesting the powers of the City or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the City Documents. (h) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization byof, or which would constitute a condition precedent the City's ability to or the absence of which would materially adversely affect the due performance byperform its obligations under, the City of its obligations in connection with the issuance of the Series 2023[●] Bonds under the Indenture have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky Legal Documents or securities laws of any state in connection with the offering and sale of the Series 2023[●] Bonds; and, except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations under the City Documents have been duly obtained.this Bond Purchase Agreement; (i) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter Underwriters as it the Underwriters may reasonably request in order (i) to qualify the Series 2023[●] 2013B Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter Underwriters may designate and (ii) to determine the eligibility of the Series 2023[●] 2013B Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Series 2023[●] Bonds2013B Bonds (at the sole expense of the Underwriters); provided, however, that in no event shall the City be required to take any action which that would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject.; and provided, further, that notwithstanding the foregoing, nothing in this Bond Purchase Agreement shall impose any past or future requirement upon the City, or constitute a representation or warranty by the City, with respect to compliance with any Blue Sky laws; (j) As of its date and the date hereof, the information contained in the Preliminary Official Statement (excluding the information contained under the captions “INTRODUCTION — Summary The financial statements of the Project and Construction” and “— Summary of Potential COVID-19 Impacts”; “PROJECT PARTICIPANTS — The Authority”, “— The Manager”, “— TeamCo”, “— The Construction Monitor/Independent Engineer”, “— The Developer”, “— The Architects” and “— The Insurance Broker”; “ARENA MANAGEMENT AND OPERATIONS (except sub-sections “Project Leases and Agreements — Site Lease”, — Ground Lease”, — Lease Agreement” and “— Management Agreement”); “ARENA AND MANAGER FINANCES”; “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Construction Risks – Nonperformance by Design-Builder” and “— Risks Associated With Operations – National Hockey League”; “BANKRUPTCY RISK CONSIDERATIONS — Bankruptcy of the Authority; Enforceability of Documents with Respect City attached as Appendix C to the Bankruptcy of the Authority”, “— Enforceability of Documents with Respect to the Bankruptcy of the Manager and/or TeamCo” and “— Operations During a Reorganization Proceeding”; “LITIGATION — The Manager”, “— TeamCo” and “— The Arena/The Project”; “APPENDIX B — “BOOK-ENTRY-ONLY SYSTEM”; APPENDIX O — “SUMMARY OF THE NAMING RIGHTS AGREEMENT”; and APPENDIX S “[ENGINEERING REPORT] / [CONSTRUCTION MONITOR REPORT]” THROUGH APPENDIX W “AUDITED FINANCIAL STATEMENTS OF THE MANAGER FOR THE YEARS ENDED [DECEMBER 31, 2021] AND [DECEMBER 31, 2022]” (collectively, the “City (k) As of the date thereof and at all times subsequent thereto to and including the date which is twenty-five (25) days following the End of the Underwriting Period (as such term is hereinafter defined in paragraph (o) of this Section 5) for the Series 2023[●] Bonds, the information contained in the Preliminary Official Statement and the Official Statement (excluding fairly represent the financial condition of the City Excluded Informationas of the dates and for the periods therein set forth. Except as disclosed in the Official Statement or otherwise disclosed in writing to the Representative, there has not been any materially adverse change in the financial condition of the City or in its operations since the date of such financial statements; (k) did If between the date hereof and the date that is 25 days after the End of the Underwriting Period for the 2013B Bonds, an event occurs that would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the City will notify the Representative, and, if in the opinion of the City, the Representative or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will forthwith prepare and furnish to the Underwriters (at the expense of the City) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the City and counsel for the Underwriters) that will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. For the purposes of this subsection, between the date hereof and the date that is 25 days after the End of the Underwriting Period for the 2013B Bonds, the City will furnish such information with respect to itself as the Representative may from time to time reasonably request; (l) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (k) hereof, at the time of each supplement or amendment thereto, the City will represent and warrant that the portions of the Official Statement so supplemented or amended (including any financial and statistical data contained therein), except for statements regarding DTC, as to which the City does not make any representation or warranty, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.; and (lm) If between The City will undertake, pursuant to the date hereof Continuing Disclosure Certificate, to provide certain annual financial information and notices of the occurrence of certain events. A description of this undertaking is set forth in, and a form of such agreement is attached as an appendix to, the Preliminary Official Statement and the date which is twenty-Official Statement. In the last five (255) days after years, the End City has not failed to comply in any material respect with any previous undertakings to provide annual financial information and notices of the Underwriting Period for the Series 2023[●] Bonds, an event occurs which might or would cause the information contained certain events pursuant to Rule 15c2-12 except as disclosed in the Preliminary Official Statement or and the Official Statement, as then supplemented or amended (excluding the Excluded Information as to which no representation is made), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City will notify the Underwriter, and, if in the opinion of the City, the Underwriter or its counsel, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement or the Official Statement, as applicable, the City will forthwith prepare and furnish to the Underwriter (at the expense of the Manager) a reasonable number of copies of an amendment of or supplement to the Preliminary Official Statement or the Official Statement, as applicable (in form and substance satisfactory to the Underwriter) which will amend or supplement the Preliminary Official Statement or the Official Statement, as applicable, so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Preliminary Official Statement or the Official Statement is delivered to prospective purchasers, not misleading. For the purposes of this paragraph, between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the City will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. (m) If the information contained in the Preliminary Official Statement or the Official Statement is amended or supplemented pursuant to paragraph (l) of this Section 5, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the portions of the Preliminary Official Statement or the Official Statement so supplemented or amended (only to the extent such portions do not constitute City Excluded Information) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (n) After the Closing Date, the City will not participate in the issuance of any amendment of or supplement to the Preliminary Official Statement or the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in wilting. (o) As used in this Section 5 and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Series 2023[●] Bonds shall mean the earlier of (i) the Closing Date unless the City shall have been notified in writing to the contrary by the Underwriter on or prior to the Closing Date, or (ii) the date on which the End of the Underwriting Period for the Series 2023[●] Bonds has occurred under Rule 15c2-12; provided, however, that the City may treat as the End of the Underwriting Period for the Series 2023[●] Bonds the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting Period.

Representations, Warranties and Agreements of the City. The City hereby represents, warrants and covenants to and agrees with the Underwriter as followsUnderwriters that: (a) The City isis a municipal corporation and charter city duly organized and existing under the laws of the State of California (the “State”) and has duly authorized the formation of the District pursuant to the Resolution of Formation and the Law. The City Council, and will be on as the Closing Datelegislative body of the District, a charter cityhas duly adopted the District Resolutions, and has all necessary caused to be recorded in the real property records of Placer County a Notice of Special Tax Lien (the “Notice of Special Tax Lien”) (such District Resolutions and Notice of Special Tax Lien being collectively referred to herein as the “Formation Documents”). Each of the Formation Documents remains in full force and effect as of the date hereof and has not been amended. The District is duly organized and validly existing as a community facilities district under the laws of the State of California. The City has, and at the Closing Date will have, as the case may be, full legal right, power and authority under its charter and the Municipal Code of the City (i) to enter into execute, deliver and perform its duties obligations under this Purchase Agreement and the Indenture, the Accounts Agreement, the Site Lease, the Ground Lease, [the Landlord Estoppel Certificate (Ground Lease),] the Lease Agreement, the Management Agreement, the Recognition and Acknowledgment Agreement, the Continuing City Disclosure Agreement, and to carry out all transactions on its part contemplated by each of such agreements, (ii) to issue, sell and deliver the Bonds to the Underwriters pursuant to the Resolution of Issuance and the Fiscal Agent Agreement as provided herein, and (iii) to carry out, give effect to and consummate the transactions on its part contemplated by the Formation Documents and by the Fiscal Agent Agreement, the Irrevocable Escrow Instructions, this Purchase Contract Agreement, and the City Disclosure Agreement (collectively, the “City District Documents”) and, when executed and delivered by the respective parties thereto, the City Documents will constitute the legal, valid and binding obligations of the City in accordance with their respective termsOfficial Statement. (b) By The City has complied, and will at the Closing Date be in compliance, in all necessary official action material respects, with the Formation Documents and the District Documents, and any immaterial compliance by the City, if any, will not impair the ability of the City prior to carry out, give effect to or concurrently with consummate the acceptance hereoftransactions on its part contemplated by the foregoing. From and after the date of issuance of the Bonds, the City has duly approved will continue to comply with the distribution covenants of the Preliminary Official Statement and City contained in the execution, delivery and distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City District Documents and the consummation by it of all other transactions contemplated by the Preliminary Official Statement and the City Documentsthat are applicable to such time period. (c) The City will deliver the Council has duly executed City Documents on the Closing Date, and, when executed and delivered, the City Documents, assuming due authorization, execution and delivery by the other respective parties thereto, will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. (d) None of the City’s proceedings or authority for the execution and delivery of the City Documents, or the adoption of the resolution or resolutions of the City Council of the City approving the execution and delivery of the Series 2023[●] Bonds and authorizing the execution and delivery of the City Documents, has been repealed, modified, amended, revoked or rescinded. (e) At the date hereof and as of the Closing Date, except as otherwise disclosed in the Preliminary Official Statement, the City will be in compliance with the covenants and agreements contained in the City Documents, and no event of default shall have occurred and be continuing and no event has occurred and is continuing which, with the passage of time or giving of notice, or both, would constitute an event of default thereunder. (f) The City is not in any breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument which would affect its ability to perform under the City Documents; and the issuance of the Series 2023[●] Bonds and the execution and delivery of the Official Statement and the City Documents and compliance with the provisions on the City’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Collateral Documents. (g) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the best knowledge of the City after reasonable investigation, threatened against the City in any material respect affecting the existence of the City or the titles of its officers to their respective offices or affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Series 2023[●] Bonds or contesting or affecting, as to the City, the validity or enforceability of the Series 2023[●] Bonds or the City Documents or contesting the powers of the City or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the City Documents. (h) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations in connection with the issuance of the Series 2023[●] Bonds under the Indenture have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2023[●] Bonds; and, except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations under the City Documents have been duly obtained. validly: (i) The City will furnish such information, execute such instruments and take such other action in cooperation with adopted the Underwriter as it may reasonably request in order (i) to qualify the Series 2023[●] Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Series 2023[●] Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Series 2023[●] Bonds; provided, however, that in no event shall the City be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject. (j) As of its date and the date hereof, the information contained in the Preliminary Official Statement (excluding the information contained under the captions “INTRODUCTION — Summary of the Project and Construction” and “— Summary of Potential COVID-19 Impacts”; “PROJECT PARTICIPANTS — The Authority”, “— The Manager”, “— TeamCo”, “— The Construction Monitor/Independent Engineer”, “— The Developer”, “— The Architects” and “— The Insurance Broker”; “ARENA MANAGEMENT AND OPERATIONS (except sub-sections “Project Leases and Agreements — Site Lease”, — Ground Lease”, — Lease Agreement” and “— Management Agreement”); “ARENA AND MANAGER FINANCES”; “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Construction Risks – Nonperformance by Design-Builder” and “— Risks Associated With Operations – National Hockey League”; “BANKRUPTCY RISK CONSIDERATIONS — Bankruptcy of the Authority; Enforceability of Documents with Respect to the Bankruptcy of the Authority”, “— Enforceability of Documents with Respect to the Bankruptcy of the Manager and/or TeamCo” and “— Operations During a Reorganization Proceeding”; “LITIGATION — The Manager”, “— TeamCo” and “— The Arena/The Project”; “APPENDIX B — “BOOK-ENTRY-ONLY SYSTEM”; APPENDIX O — “SUMMARY OF THE NAMING RIGHTS AGREEMENT”; and APPENDIX S “[ENGINEERING REPORT] / [CONSTRUCTION MONITOR REPORT]” THROUGH APPENDIX W “AUDITED FINANCIAL STATEMENTS OF THE MANAGER FOR THE YEARS ENDED [DECEMBER 31, 2021] AND [DECEMBER 31, 2022]” (collectively, the “City (k) As of the date thereof and at all times subsequent thereto to and including the date which is twenty-five (25) days following the End of the Underwriting Period (as such term is hereinafter defined in paragraph (o) of this Section 5) for the Series 2023[●] Bonds, the information contained in the Preliminary Official Statement and the Official Statement (excluding the City Excluded Information) did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (l) If between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, an event occurs which might or would cause the information contained in the Preliminary Official Statement or the Official Statement, as then supplemented or amended (excluding the Excluded Information as to which no representation is made), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City will notify the Underwriter, and, if in the opinion of the City, the Underwriter or its counsel, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement or the Official Statement, as applicable, the City will forthwith prepare and furnish to the Underwriter (at the expense of the Manager) a reasonable number of copies of an amendment of or supplement to the Preliminary Official Statement or the Official Statement, as applicable (in form and substance satisfactory to the Underwriter) which will amend or supplement the Preliminary Official Statement or the Official Statement, as applicable, so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Preliminary Official Statement or the Official Statement is delivered to prospective purchasers, not misleading. For the purposes of this paragraph, between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the City will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. (m) If the information contained in the Preliminary Official Statement or the Official Statement is amended or supplemented pursuant to paragraph (l) of this Section 5, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the portions of the Preliminary Official Statement or the Official Statement so supplemented or amended (only to the extent such portions do not constitute City Excluded Information) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (n) After the Closing Date, the City will not participate in the issuance of any amendment of or supplement to the Preliminary Official Statement or the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in wilting. (o) As used in this Section 5 and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Series 2023[●] Bonds shall mean the earlier of (i) the Closing Date unless the City shall have been notified in writing to the contrary by the Underwriter on or prior to the Closing Date, or (ii) the date on which the End of the Underwriting Period for the Series 2023[●] Bonds has occurred under Rule 15c2-12; provided, however, that the City may treat as the End of the Underwriting Period for the Series 2023[●] Bonds the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting Period.District Resolutions,

Representations, Warranties and Agreements of the City. The City hereby represents, warrants and agrees with the Underwriter as follows: (a) The City is, and will be on the Closing Date, a charter city, and has all necessary power and authority under its charter and the Municipal Code of the City to enter into and perform its duties under the Indenture, the Accounts Installment Purchase Agreement, the Site Lease, the Ground Lease, [the Landlord Estoppel Certificate (Ground Lease),] the Lease Agreement, the Management Agreement, the Recognition and Acknowledgment AgreementTrust Indenture, the Continuing Disclosure Agreement, the Remarketing Agreement, the Reimbursement Agreement and this Purchase Contract (collectively, the “City Documents”) and, when executed and delivered by the respective parties thereto, the City Documents will constitute the legal, valid and binding obligations of the City in accordance with their respective terms. (b) By all necessary official action of the City prior to or concurrently with the acceptance hereof, the City has duly approved the distribution of the Preliminary Official Statement and the execution, delivery and distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Documents and the consummation by it of all other transactions contemplated by the Preliminary Official Statement and the City Documents. (c) The City will deliver the duly executed City Documents on the Closing Date, and, when executed and delivered, the City Documents, assuming due authorization, execution and delivery by the other respective parties thereto, will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. (d) None of the City’s proceedings or authority for the execution and delivery of the City Documents, or the adoption of the resolution or resolutions of the City Council of the City approving the execution and delivery of the Series 2023[●] Bonds and authorizing the execution and delivery of the City Documents, has been repealed, modified, amended, revoked or rescinded. (e) At the date hereof and as of the Closing Date, except as otherwise disclosed in the Preliminary Official Statement, the City will be in compliance with the covenants and agreements contained in the City Documents, and no event of default shall have occurred and be continuing and no event has occurred and is continuing which, with the passage of time or giving of notice, or both, would constitute an event of default thereunder. (f) The City is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument which would affect its ability to perform under the City Documentsinstrument; and the issuance of the Series 2023[●] Bonds and the execution and delivery of the Official Statement and the City Documents and compliance with the provisions on the City’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Collateral DocumentsTrust Indenture or the Installment Purchase Agreement. (gd) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the best knowledge of the City after reasonable investigation, threatened against against, the City in any material respect affecting the existence of the City or the titles of its officers to their respective offices or affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Series 2023[●] Bonds or contesting or affecting, as to the City, the validity or enforceability of the Series 2023[●] Bonds or the City Documents or contesting the powers of the City or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the City Documents. (he) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations in connection with the issuance of the Series 2023[●] Bonds under the Trust Indenture have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2023[●] Bonds; and, except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations under the City Documents have been duly obtained. (if) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as it the Underwriter may reasonably request in order order (i) to qualify the Series 2023[●] Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Series 2023[●] Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Series 2023[●] Bonds; provided, however, that in no event shall the City be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject. (jg) As of its date and the date hereof, the information contained in the Preliminary Official Statement (excluding the Excluded Information, as to which no representation is made) did not, except as to the information contained under permitted to be omitted by Rule 15c2-12, contain any untrue statement of a material fact or omit to state a material fact necessary to make the captions “INTRODUCTION — Summary statements therein, in light of the Project and Construction” and “— Summary of Potential COVID-19 Impacts”; “PROJECT PARTICIPANTS — The Authority”circumstances under which they were made, “— The Manager”, “— TeamCo”, “— The Construction Monitor/Independent Engineer”, “— The Developer”, “— The Architects” and “— The Insurance Broker”; “ARENA MANAGEMENT AND OPERATIONS (except sub-sections “Project Leases and Agreements — Site Lease”, — Ground Lease”, — Lease Agreement” and “— Management Agreement”); “ARENA AND MANAGER FINANCES”; “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Construction Risks – Nonperformance by Design-Builder” and “— Risks Associated With Operations – National Hockey League”; “BANKRUPTCY RISK CONSIDERATIONS — Bankruptcy of the Authority; Enforceability of Documents with Respect to the Bankruptcy of the Authority”, “— Enforceability of Documents with Respect to the Bankruptcy of the Manager and/or TeamCo” and “— Operations During a Reorganization Proceeding”; “LITIGATION — The Manager”, “— TeamCo” and “— The Arena/The Project”; “APPENDIX B — “BOOK-ENTRY-ONLY SYSTEM”; APPENDIX O — “SUMMARY OF THE NAMING RIGHTS AGREEMENT”; and APPENDIX S “[ENGINEERING REPORT] / [CONSTRUCTION MONITOR REPORT]” THROUGH APPENDIX W “AUDITED FINANCIAL STATEMENTS OF THE MANAGER FOR THE YEARS ENDED [DECEMBER 31, 2021] AND [DECEMBER 31, 2022]” (collectively, the “Citynot misleading. (kh) As of the date thereof and at all times subsequent thereto to and including the date which is twenty-five (25) 25 days following the End of the Underwriting Period (as such term is hereinafter defined in paragraph (o) of this Section 5defined) for the Series 2023[●] Bonds, the information contained in the Preliminary Official Statement and the Official Statement (excluding the City Excluded Information, as to which no representation is made) did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (li) If between the date hereof and the date which is twenty-five (25) 25 days after the End of the Underwriting Period for the Series 2023[●] Bonds, an event occurs which might or would cause the information contained in the Preliminary Official Statement or the Official Statement, as then supplemented or amended (excluding the Excluded Information as to which no representation is made)amended, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City will notify the Underwriter, and, if in the opinion of the City, the Underwriter or its their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement or the Official Statement, as applicable, the City will forthwith prepare and furnish to the Underwriter (at the expense of the ManagerCity, except in the case of supplements or amendments to the Excluded Information) a reasonable number of copies of an amendment of or supplement to the Preliminary Official Statement or the Official Statement, as applicable (in form and substance satisfactory to the Underwriter) which will amend or supplement the Preliminary Official Statement or the Official Statement, as applicable, so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Preliminary Official Statement or the Official Statement is delivered to prospective purchasers, not misleading. For the purposes of this paragraphsubsection, between the date hereof and the date which is twenty-five (25) 25 days after the End of the Underwriting Period for the Series 2023[●] Bonds, the City will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. (mj) If the information contained in the Preliminary Official Statement or the Official Statement is amended or supplemented pursuant to paragraph (li) of this Section 5, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is twenty-five (25) 25 days after the End of the Underwriting Period for the Series 2023[●] Bonds, the portions of the Preliminary Official Statement or the Official Statement so supplemented or amended (only to other than the extent such portions do not constitute City Excluded Information) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (nk) After the Closing Date, the City will not participate in the issuance of any amendment of or supplement to the Preliminary Official Statement or the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in wiltingwriting. (ol) As used in this Section 5 herein and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Series 2023[●] Bonds shall mean the earlier of (i) the Closing Date unless the City shall have been notified in writing to the contrary by the Underwriter on or prior to the Closing Date, or or (ii) the date on which the End of the Underwriting Period for the Series 2023[●] Bonds has occurred under Rule 15c2-15c2- 12; provided, however, that the City may treat as the End of the Underwriting Period for the Series 2023[●] Bonds the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting Period. (m) The City will apply, or cause the application of, the proceeds of the Bonds in accordance with the Installment Purchase Agreement and the Trust Indenture. (n) Any certificate signed by any authorized official of the City, and delivered to the Underwriter in connection with the delivery of the Bonds, shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein. (o) Other than as described in the Preliminary Official Statement and the Official Statement, as of the time of acceptance hereof and as of the Closing Date the City does not and will not have outstanding any indebtedness which is secured by a lien on the Surplus Revenues (as defined in the Preliminary Official Statement and the Official Statement) superior to or on a parity with the lien of the Bonds thereon. (p) Between the date of this Purchase Agreement and the Closing Date, the City will not, without the prior written consent of the Underwriter, and except as disclosed in the Preliminary Official Statement and the Official Statement, offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, payable from the Surplus Revenues. (q) Except as disclosed in the Preliminary Official Statement and the Official Statement, the City has not failed to comply in all material respects with the terms of any continuing disclosure obligation under Rule 15c2-12 within the past five years. (r) The financial statements of, and other financial information regarding the Water System, in the Preliminary Official Statement and the Official Statement fairly present the financial position and results of the Water System as of the dates and for the periods therein set forth.

Representations, Warranties and Agreements of the City. The City hereby represents, represents and warrants to and agrees with the Underwriter as followsthat: (a) The City isDistrict is a community facilities district duly organized and validly existing under the Constitution and laws of the State of California, and the City, acting on behalf of the District, has, and will be on have at the Closing Date, a charter city, and has all necessary full power and authority under its charter and to issue the Municipal Code of Bonds, to adopt the City Resolution, to enter into and perform its duties under the Indenture, the Accounts Agreement, the Site Lease, the Ground Lease, [the Landlord Estoppel Certificate (Ground Lease),] the Lease Agreement, the Management Agreement, the Recognition and Acknowledgment Fiscal Agent Agreement, the Continuing Disclosure Agreement, and this Purchase Contract (collectivelyand to perform its obligations under the Fiscal Agent Agreement, the “City Documents”) andContinuing Disclosure Agreement, and this Purchase Contract, and when executed and delivered by the respective parties thereto, the City Documents Fiscal Agent Agreement, the Continuing Disclosure Agreement, and this Purchase Contract will constitute the legal, valid and binding obligations of the City enforceable in accordance with their respective terms., except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other similar laws related to or affecting creditors’ rights generally and to the application of equitable principles as the court having jurisdiction may impose, regardless of whether such proceeding is considered a proceeding in equity or law, to the exercise of judicial discretion in appropriate cases, and to the limitations on legal remedies against governmental entities in the State of California and by matters of public policy; (b) When delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Purchase Contract and assuming proper authentication by the Fiscal Agent by the manual signature of an authorized officer thereof, the Bonds will have been duly authorized, executed, issued and delivered and will constitute valid and binding limited obligations of the City, enforceable in accordance with their terms and entitled to the benefit and security of the Fiscal Agent Agreement; (c) By all necessary official action of the City prior to or concurrently with the acceptance hereof, the City has duly authorized and approved the distribution of the Preliminary Official Statement Statement, authorized and approved the execution, delivery and distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Documents Bonds, the Fiscal Agent Agreement, the Continuing Disclosure Agreement, and this Purchase Contract, and the consummation by it the City of all other transactions on its part contemplated by the Preliminary Official Statement and the City Documents. (c) The City will deliver the duly executed City Documents on the Closing Date, and, when executed and delivered, the City Documents, assuming due authorization, execution and delivery by the other respective parties thereto, will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally.this Purchase Contract; (d) None As of the City’s proceedings or authority for the execution and delivery of the City Documentsdate hereof, or the adoption of the resolution or resolutions of the City Council of the City approving the execution and delivery of the Series 2023[●] Bonds and authorizing the execution and delivery of the City Documents, has been repealed, modified, amended, revoked or rescinded. (e) At the date hereof and as of the Closing Date, except as otherwise disclosed in the Preliminary Official Statement, the City will be in compliance with the covenants and agreements contained in the City Documents, and no event of default shall have occurred and be continuing and no event has occurred and is continuing which, with the passage of time or giving of notice, or both, would constitute an event of default thereunder. (f) The City is not in any breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument which would affect its ability to perform under the City Documents; and the issuance of the Series 2023[●] Bonds and the execution and delivery of the Official Statement and the City Documents and compliance with the provisions on the City’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Collateral Documents. (g) There there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, (with service of process against the City having been accomplished) or known to the best knowledge of the City after reasonable investigation, to be threatened against the City in any material respect affecting the existence of the City or the titles of its officers to their respective offices or affecting or City, seeking to prohibit, restrain or enjoin the issuance, sale sale, execution or delivery of the Series 2023[●] Bonds Bonds, or in any way contesting any proceedings of the City taken concerning the issuance or affectingsale thereof, as to the Cityadoption of the City Resolution, the pledge or application of any moneys or security provided for the payment of the Bonds, or in any way contesting the validity or enforceability of the Series 2023[●] Bonds Bonds, the Fiscal Agent Agreement, the Continuing Disclosure Agreement, or the City Documents or contesting the powers of the City or its authority to enter into, adopt or perform its obligations under any of the foregoingthis Purchase Contract, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, as amended or any amendment supplemented, or supplement thereto, wherein an unfavorable decision, ruling the existence or finding would materially adversely affect the validity or enforceability powers of the City Documents. (h) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent relating to or the absence of which would materially adversely affect the due performance by, the City of its obligations in connection with the issuance of the Series 2023[●] Bonds under the Indenture have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale Bonds; (e) As of the Series 2023[●] Bonds; anddate thereof and as of the date hereof, except as described the statements and information contained in or contemplated by the Preliminary Official Statement were and will be true, correct and complete in all material respects, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Official Statementstatements and information therein, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction in light of the matter circumstances under which are required for the due authorization bythey were made, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations under the City Documents have been duly obtainednot misleading. (if) Both as of the date hereof and at the Closing Date, the statements and information contained in the Official Statement are and will be true, correct and complete in all material respects, and do not and will not contain any untrue statement of a material fact or omit to state a material fact which is necessary to make such statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; (g) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as it the Underwriter may reasonably request in order endeavoring (i) to qualify the Series 2023[●] Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate designate, and (ii) to determine the eligibility of the Series 2023[●] Bonds for investment under the laws of such states and other jurisdictions, and subject to Section 6 hereof, will use its best efforts to continue such qualification in effect so long as required for distribution of the Series 2023[●] Bonds; provided, however, that in no event shall the City be required to qualify as a foreign entity in any such state or take any action which that would subject it to general, special or unlimited service of process in any jurisdiction in which it is not now so subject.; (jh) As To the best knowledge of its date the City, the adoption of the City Resolution will not, and the date hereofexecution and delivery by the City of the Bonds, the information contained in Fiscal Agent Agreement, the Preliminary Official Statement (excluding the information contained under the captions “INTRODUCTION — Summary of the Project Continuing Disclosure Agreement, and Construction” and “— Summary of Potential COVID-19 Impacts”; “PROJECT PARTICIPANTS — The Authority”, “— The Manager”, “— TeamCo”, “— The Construction Monitor/Independent Engineer”, “— The Developer”, “— The Architects” and “— The Insurance Broker”; “ARENA MANAGEMENT AND OPERATIONS (except sub-sections “Project Leases and Agreements — Site Lease”, — Ground Lease”, — Lease Agreement” and “— Management Agreement”); “ARENA AND MANAGER FINANCES”; “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Construction Risks – Nonperformance by Design-Builder” and “— Risks Associated With Operations – National Hockey League”; “BANKRUPTCY RISK CONSIDERATIONS — Bankruptcy of the Authority; Enforceability of Documents with Respect to the Bankruptcy of the Authority”, “— Enforceability of Documents with Respect to the Bankruptcy of the Manager and/or TeamCo” and “— Operations During a Reorganization Proceeding”; “LITIGATION — The Manager”, “— TeamCo” and “— The Arena/The Project”; “APPENDIX B — “BOOK-ENTRY-ONLY SYSTEM”; APPENDIX O — “SUMMARY OF THE NAMING RIGHTS AGREEMENT”; and APPENDIX S “[ENGINEERING REPORT] / [CONSTRUCTION MONITOR REPORT]” THROUGH APPENDIX W “AUDITED FINANCIAL STATEMENTS OF THE MANAGER FOR THE YEARS ENDED [DECEMBER 31, 2021] AND [DECEMBER 31, 2022]” this Purchase Contract (collectively, the “City Documents”) and compliance with the provisions on the City’s part contained therein will not, in any material respect, conflict with or constitute on the part of the City a breach of or default under any material law, administrative regulation, court order, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or by which it is bound, which breach or default would have a material adverse effect on the City’s ability to perform its obligations under the City Documents; (i) To the best knowledge of the City, neither the District nor the City is in breach of or in default under any applicable material law or administrative regulation of the State of California or the United States or any applicable material judgment or decree or any material loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, which breach or default would have a material adverse effect on the City’s ability to perform its obligations under the City Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a breach of or a default or an event of default under any such instrument, which breach or default would have a material adverse effect on the City’s ability to perform its obligations under the City Documents; (j) To the best knowledge of the City, no other public debt secured by a tax or assessment levied by the City on the land in the District is in the process of being authorized, and, except for the City of Dublin Community Facilities District No. 2017-1 (Dublin Crossing – Public Services), no assessment districts or community facilities district have been or are in the process of being formed by the City that include any portion of the land within the District; (k) As The Special Tax constituting the security for the Bonds has been duly and lawfully authorized and may be levied under the Act, the Constitution of the State of California and applicable laws of the State of California, and the Special Tax, when levied, will constitute a valid and legally binding continuing lien on the properties on which it has been levied; (l) The Fiscal Agent Agreement creates a valid pledge of the Special Tax Revenues and the moneys deposited in any fund established pursuant to the Fiscal Agent Agreement, including the investments thereof, subject in all cases to the provisions of the Fiscal Agent Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein. Until such time as moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date thereof of redemption if redeemed prior to maturity, plus unpaid interest thereon to maturity or to the date of redemption if redeemed prior to maturity, and at premium, if any, the City will faithfully perform and abide by all times subsequent thereto of its covenants and undertakings, and the provisions contained in the Fiscal Agent Agreement; (m) The City shall not knowingly take or omit to take any action that, under existing law, may adversely affect the exemption from state income taxation or the exclusion from gross income for federal income tax purposes of the interest on the Bonds; (n) If between the date of this Purchase Contract and up to and including the date which is twenty-five (25) days 25th day following the End end of the Underwriting Period underwriting period (as such term is hereinafter defined in paragraph Rule 15c2-12) (oi) an event occurs, of this Section 5) for the Series 2023[●] Bonds, the information contained in the Preliminary Official Statement and the Official Statement (excluding which the City Excluded Information) did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements thereinhas knowledge, in the light of the circumstances under which they were made, not misleading. (l) If between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, an event occurs which might or would cause the information contained in the Preliminary Official Statement or the Official Statement, as then supplemented or amended (excluding the Excluded Information as to which no representation is made)amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements such information therein, in the light of the circumstances under which they were madeit was presented, not misleading, or (ii) if the City is otherwise requested to amend, supplement or otherwise change the Official Statement, the City will notify the Underwriter, and, and if in the reasonable opinion of the City, the Underwriter or its counsel, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement or the Official Statement, the City will participate in the amendment or supplement in a form and in a manner approved by the Underwriter and counsel to the City, provided all expenses thereby incurred will be paid by the City and provided further that, for purposes of this provision, the end of the underwriting period shall be the Closing Date unless the Underwriter on or prior to the Closing provides written notice to the contrary to the City; and For twenty-five (25) days from the date of the end of the underwriting period (as applicablesuch term is defined in Rule l5c2-12), (i) the City will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Fiscal Agent or the Underwriter shall reasonably object in writing or which shall be disapproved by any of their respective counsel, and (ii) if any event relating to or affecting the City shall occur as a result of which it is necessary, in the opinion of counsel for the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in light of the circumstances existing at the time it is delivered to a purchaser, the City will forthwith prepare cause the preparation of and furnish to the Underwriter (at the expense of the ManagerCity for twenty-five (25) days from the date of Closing, and thereafter at the expense of the Underwriter) a reasonable number of copies of an amendment of or supplement to the Preliminary Official Statement or the Official Statement, as applicable (in form and substance satisfactory to counsel for the UnderwriterUnderwriter and counsel to the City) which will amend or supplement the Preliminary Official Statement or the Official Statement, as applicable, so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Preliminary Official Statement or the Official Statement is delivered to prospective purchasersa purchaser, not misleading. For the purposes of this paragraph, between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bondssubsection, the City will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. (m) If . The execution and delivery of this Purchase Contract by the City shall constitute a representation by the City to the Underwriter that the representations, warranties and agreements contained in this Section 2 are true as of the date hereof; provided that as to information contained furnished by the City pursuant to this Purchase Contract or otherwise and in the Preliminary Official Statement or and in the Official Statement is amended or supplemented pursuant to paragraph (l) of this Section 5, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the portions of the Preliminary Official Statement or the Official Statement so supplemented or amended (only to the extent such portions do not constitute City Excluded Information) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (n) After the Closing DateStatement, the City will not participate is relying on such information in making the issuance City’s representations, warranties and agreements; and as to all matters of any amendment law, other than federal tax and securities laws, the City is relying on the advice of or supplement counsel to the Preliminary Official Statement or the Official Statement City; and as to which, after being furnished with a copymatters of federal tax law and securities laws, the Underwriter shall reasonably object in wilting. (o) As used in this Section 5 City is relying on the advice of Bond Counsel; and for the purposes provided further that no member of the foregoinggoverning body or officer, the term “End employee or agent of the Underwriting Period” for the Series 2023[●] Bonds shall mean the earlier of (i) the Closing Date unless the City shall have been notified in writing to the contrary by the Underwriter on or prior to the Closing Date, or (ii) the date on which the End of the Underwriting Period be individually liable for the Series 2023[●] Bonds has occurred under Rule 15c2-12; providedbreach of any representation, however, that the City may treat as the End of the Underwriting Period for the Series 2023[●] Bonds the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting Periodwarranty or agreement contained herein.

Representations, Warranties and Agreements of the City. The City hereby represents, warrants and agrees with the Underwriter Underwriters as follows: (a) The City is, is a municipal corporation and will be on charter city organized and operating pursuant to its Charter and the Closing Date, a charter city, and has all necessary laws of the State of California with the full power and authority under its charter to execute and deliver the Municipal Code of the City Official Statement, and to enter into this Bond Purchase Agreement and perform its duties under the Indenture, the Accounts Agreement, the Site Lease, the Ground Lease, [the Landlord Estoppel Certificate (Ground Lease),] the Lease Agreement, the Management Agreement, the Recognition and Acknowledgment Agreement, the Continuing Disclosure Agreement, and this Purchase Contract (collectively, the “City Documents”) and, when Legal Documents to be executed and delivered by the respective parties thereto, the City Documents will constitute the legal, valid and binding obligations of the City in accordance with their respective terms.it; (b) By all necessary official action of the City prior to or concurrently with the acceptance hereof, the City has duly authorized and approved the distribution of the Preliminary Official Statement execution and the execution, delivery and distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Legal Documents to which it is a party, the Official Statement and this Bond Purchase Agreement to be executed by it and the consummation by it of all other transactions contemplated by the Preliminary Official Statement and the City Documents.this Bond Purchase Agreement; (c) The City will deliver represents to the duly executed City Documents on Underwriters that the Closing Date, and, when executed and delivered, Preliminary Official Statement has been "deemed final" by the City Documentsas of its date within the meaning of paragraph (b)(1) of Rule 15c2-12, assuming due authorization, execution except for the omission of some or all of such information the omission of which is permitted under Rule 15c2-12. The Preliminary Official Statement as of its date and delivery by the other respective parties thereto, will constitute the legally valid and binding obligations as of the City enforceable date hereof does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in accordance with their respective termslight of the circumstances under which they were made, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generallynot misleading. (d) None of the City’s proceedings or authority for the execution and delivery of the City Documents, or the adoption of the resolution or resolutions of the City Council of the City approving the execution and delivery of the Series 2023[●] Bonds and authorizing the execution and delivery of the City Documents, has been repealed, modified, amended, revoked or rescinded. (e) At the date hereof and as of the Closing Date, except as otherwise disclosed in the Preliminary Official Statement, the City will be in compliance with the covenants and agreements contained in the City Documents, and no event of default shall have occurred and be continuing and no event has occurred and is continuing which, with the passage of time or giving of notice, or both, would constitute an event of default thereunder. (f) The City is not in any breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument Legal Documents to which the City is a party and this Bond Purchase Agreement, when duly executed and delivered by the parties thereto, will constitute valid and binding obligations of the City, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles, whether or not equitable remedies are sought, and to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against public entities in the State, including the City and the Authority; (e) As of the date thereof, except for statements regarding DTC, as to which the City does not make any representation or warranty, the Official Statement does not contain any untrue statement of its property a material fact or assets is otherwise subjectomit to state a material fact necessary to make the statements therein, and no event has occurred and is continuing which with in the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument which would affect its ability to perform under the City Documents; and the issuance light of the Series 2023[●] Bonds and the circumstances under which they were made, not misleading; (f) The execution and delivery of the Official Statement Legal Documents to be executed by the City, this Bond Purchase Agreement and the City Documents Official Statement, and compliance with the provisions on the City’s 's part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, which breach or default would have a materially adverse effect on the transactions contemplated hereby or by the Official Statement or on the City's liabilities and obligations under the Legal Documents to which it is a party or is otherwise subject or any judgment or decree to which the City is a party or is otherwise subject (and of which the City has knowledge), nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City Project under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, which lien, charge or other security interest or encumbrance would have a materially adverse effect on the transactions contemplated hereby or by the Official Statement or on the City's liabilities and obligations under the Legal Documents to which it is a party, except as provided in the Collateral Documents.Legal Documents and disclosed in the Official Statement; (g) There Except as is otherwise disclosed in the Official Statement, the City is not in any material respect in breach of, or in default under, any applicable law or administrative regulation of the State of California or the United States of America or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject or any judgement or decree to which the City is a party or is otherwise subject (and of which the City has knowledge) that would have a materially adverse effect on the transactions contemplated hereby or by the Official Statement or on the City's liabilities and obligations under the Legal Documents to which it is a party or is otherwise subject or any judgment or decree to which the City is a party or is otherwise subject (and of which the City has knowledge), and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute a default or an event of default under any such instrument that would have a materially adverse effect on the transactions contemplated hereby or by the Official Statement or on the City's liabilities and obligations under the Legal Documents; (h) Except as otherwise disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, that has been served on the City and that is now pending or, to the best knowledge of the City after reasonable investigationofficial executing this Bond Purchase Agreement on the City's behalf, threatened against the City in any material respect affecting the Project, the existence of the City or the titles of its officers to their respective offices or affecting the finances or operations of the City, or seeking to prohibit, restrain or enjoin the issuancesale, sale execution or delivery of the Series 2023[●] 2013A Bonds or the payment of Lease Payments or Additional Payments, or contesting or affecting, as to the City, affecting the validity or enforceability of the Series 2023[●] Bonds or Legal Documents to which the City Documents is a party or this Bond Purchase Agreement or contesting the powers of the City or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the City Documents. (h) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization byof, or which would constitute a condition precedent the City's ability to or the absence of which would materially adversely affect the due performance byperform its obligations under, the City of its obligations in connection with the issuance of the Series 2023[●] Bonds under the Indenture have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky Legal Documents or securities laws of any state in connection with the offering and sale of the Series 2023[●] Bonds; and, except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations under the City Documents have been duly obtained.this Bond Purchase Agreement; (i) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter Underwriters as it the Underwriters may reasonably request in order (i) to qualify the Series 2023[●] 2013A Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter Underwriters may designate and (ii) to determine the eligibility of the Series 2023[●] 2013A Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Series 2023[●] Bonds2013A Bonds (at the sole expense of the Underwriters); provided, however, that in no event shall the City be required to take any action which that would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject.; and provided, further, that notwithstanding the foregoing, nothing in this Bond Purchase Agreement shall impose any past or future requirement upon the City, or constitute a representation or warranty by the City, with respect to compliance with any Blue Sky laws; (j) As of its date and the date hereof, the information contained in the Preliminary Official Statement (excluding the information contained under the captions “INTRODUCTION — Summary The financial statements of the Project and Construction” and “— Summary of Potential COVID-19 Impacts”; “PROJECT PARTICIPANTS — The Authority”, “— The Manager”, “— TeamCo”, “— The Construction Monitor/Independent Engineer”, “— The Developer”, “— The Architects” and “— The Insurance Broker”; “ARENA MANAGEMENT AND OPERATIONS (except sub-sections “Project Leases and Agreements — Site Lease”, — Ground Lease”, — Lease Agreement” and “— Management Agreement”); “ARENA AND MANAGER FINANCES”; “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Construction Risks – Nonperformance by Design-Builder” and “— Risks Associated With Operations – National Hockey League”; “BANKRUPTCY RISK CONSIDERATIONS — Bankruptcy of the Authority; Enforceability of Documents with Respect City attached as Appendix C to the Bankruptcy of the Authority”, “— Enforceability of Documents with Respect to the Bankruptcy of the Manager and/or TeamCo” and “— Operations During a Reorganization Proceeding”; “LITIGATION — The Manager”, “— TeamCo” and “— The Arena/The Project”; “APPENDIX B — “BOOK-ENTRY-ONLY SYSTEM”; APPENDIX O — “SUMMARY OF THE NAMING RIGHTS AGREEMENT”; and APPENDIX S “[ENGINEERING REPORT] / [CONSTRUCTION MONITOR REPORT]” THROUGH APPENDIX W “AUDITED FINANCIAL STATEMENTS OF THE MANAGER FOR THE YEARS ENDED [DECEMBER 31, 2021] AND [DECEMBER 31, 2022]” (collectively, the “City (k) As of the date thereof and at all times subsequent thereto to and including the date which is twenty-five (25) days following the End of the Underwriting Period (as such term is hereinafter defined in paragraph (o) of this Section 5) for the Series 2023[●] Bonds, the information contained in the Preliminary Official Statement and the Official Statement (excluding fairly represent the financial condition of the City Excluded Informationas of the dates and for the periods therein set forth. Except as disclosed in the Official Statement or otherwise disclosed in writing to the Representative, there has not been any materially adverse change in the financial condition of the City or in its operations since the date of such financial statements; (k) did If between the date hereof and the date that is 25 days after the End of the Underwriting Period for the 2013A Bonds, an event occurs that would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the City will notify the Representative, and, if in the opinion of the City, the Representative or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will forthwith prepare and furnish to the Underwriters (at the expense of the City) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the City and counsel for the Underwriters) that will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. For the purposes of this subsection, between the date hereof and the date that is 25 days after the End of the Underwriting Period for the 2013A Bonds, the City will furnish such information with respect to itself as the Representative may from time to time reasonably request; (l) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (k) hereof, at the time of each supplement or amendment thereto, the City will represent and warrant that the portions of the Official Statement so supplemented or amended (including any financial and statistical data contained therein), except for statements regarding DTC, as to which the City does not make any representation or warranty, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.; and (lm) If between The City will undertake, pursuant to the date hereof Continuing Disclosure Certificate, to provide certain annual financial information and notices of the occurrence of certain events. A description of this undertaking is set forth in, and a form of such agreement is attached as an appendix to, the Preliminary Official Statement and the date which is twenty-Official Statement. In the last five (255) days after years, the End City has not failed to comply in any material respect with any previous undertakings to provide annual financial information and notices of the Underwriting Period for the Series 2023[●] Bonds, an event occurs which might or would cause the information contained certain events pursuant to Rule 15c2-12 except as disclosed in the Preliminary Official Statement or and the Official Statement, as then supplemented or amended (excluding the Excluded Information as to which no representation is made), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City will notify the Underwriter, and, if in the opinion of the City, the Underwriter or its counsel, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement or the Official Statement, as applicable, the City will forthwith prepare and furnish to the Underwriter (at the expense of the Manager) a reasonable number of copies of an amendment of or supplement to the Preliminary Official Statement or the Official Statement, as applicable (in form and substance satisfactory to the Underwriter) which will amend or supplement the Preliminary Official Statement or the Official Statement, as applicable, so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Preliminary Official Statement or the Official Statement is delivered to prospective purchasers, not misleading. For the purposes of this paragraph, between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the City will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. (m) If the information contained in the Preliminary Official Statement or the Official Statement is amended or supplemented pursuant to paragraph (l) of this Section 5, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the portions of the Preliminary Official Statement or the Official Statement so supplemented or amended (only to the extent such portions do not constitute City Excluded Information) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (n) After the Closing Date, the City will not participate in the issuance of any amendment of or supplement to the Preliminary Official Statement or the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in wilting. (o) As used in this Section 5 and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Series 2023[●] Bonds shall mean the earlier of (i) the Closing Date unless the City shall have been notified in writing to the contrary by the Underwriter on or prior to the Closing Date, or (ii) the date on which the End of the Underwriting Period for the Series 2023[●] Bonds has occurred under Rule 15c2-12; provided, however, that the City may treat as the End of the Underwriting Period for the Series 2023[●] Bonds the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting Period.

Representations, Warranties and Agreements of the City. The City hereby represents, warrants and covenants to and agrees with the Underwriter as followsthat: (a) The City isis duly organized and validly existing as a municipal corporation under the laws of the State of California and has duly authorized the formation of the District pursuant to the Resolution of Formation and the Act. The City Council, and will be on as the Closing Datelegislative body of the District, a charter cityhas duly adopted the District Resolutions, and has all necessary caused to be recorded a Notice of Special Tax Lien dated March 25, 2011 (the “Notice of Special Tax Lien”) relating to the Special Taxes (such District Resolutions and Notice of Special Tax Lien being collectively referred to herein as the “Formation Documents”). Each of the Formation Documents remains in full force and effect as of the date hereof and has not been amended. The District is duly organized and validly existing as a community facilities district under the laws of the State of California. The City has, and at the Closing Date will have, as the case may be, full legal right, power and authority under its charter and the Municipal Code of the City authority: (i) to enter into execute, deliver and perform its duties obligations under the Indenture, the Accounts this Purchase Agreement, the Site Lease, the Ground Lease, [the Landlord Estoppel Certificate (Ground Lease),] the Lease Fiscal Agent Agreement, the Management Agreement, Escrow Agreement and the Recognition and Acknowledgment Agreement, the Continuing Disclosure Agreement, and this Purchase Contract Agreement (collectively, the “City District Documents”, and to carry out all transactions contemplated by each of such agreements; (ii) andto issue, when executed sell and delivered deliver the Bonds to the Underwriter pursuant to the Resolution of Issuance and the Fiscal Agent Agreement as provided herein; and (iii) to carry out, give effect to and consummate the transactions on its part contemplated by the respective parties theretoFormation Documents, the City District Documents will constitute and the legal, valid and binding obligations of the City in accordance with their respective terms.Official Statement; (b) By The City has complied, and will at the Closing Date be in compliance, in all necessary official action material respects, with the Formation Documents and the District Documents, and any immaterial compliance by the City, if any, will not impair the ability of the City prior to carry out, give effect to or concurrently with consummate the acceptance hereoftransactions on its part contemplated by the foregoing. From and after the date of issuance of the Bonds, the City has duly approved will continue to comply with the distribution covenants of the Preliminary Official Statement and City contained in the execution, delivery and distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Documents and the consummation by it of all other transactions contemplated by the Preliminary Official Statement and the City District Documents.; (c) The City will deliver the Council has duly executed City Documents on the Closing Date, and, when executed and delivered, the City Documents, assuming due authorization, execution and delivery by the other respective parties thereto, will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. (d) None of the City’s proceedings or authority for the execution and delivery of the City Documents, or the adoption of the resolution or resolutions of the City Council of the City approving the execution and delivery of the Series 2023[●] Bonds and authorizing the execution and delivery of the City Documents, has been repealed, modified, amended, revoked or rescinded. (e) At the date hereof and as of the Closing Date, except as otherwise disclosed in the Preliminary Official Statement, the City will be in compliance with the covenants and agreements contained in the City Documents, and no event of default shall have occurred and be continuing and no event has occurred and is continuing which, with the passage of time or giving of notice, or both, would constitute an event of default thereunder. (f) The City is not in any breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument which would affect its ability to perform under the City Documents; and the issuance of the Series 2023[●] Bonds and the execution and delivery of the Official Statement and the City Documents and compliance with the provisions on the City’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Collateral Documents. (g) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the best knowledge of the City after reasonable investigation, threatened against the City in any material respect affecting the existence of the City or the titles of its officers to their respective offices or affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Series 2023[●] Bonds or contesting or affecting, as to the City, the validity or enforceability of the Series 2023[●] Bonds or the City Documents or contesting the powers of the City or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the City Documents. (h) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations in connection with the issuance of the Series 2023[●] Bonds under the Indenture have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2023[●] Bonds; and, except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations under the City Documents have been duly obtained. validly: (i) The City will furnish such information, execute such instruments and take such other action in cooperation with adopted the Underwriter as it may reasonably request in order (i) to qualify the Series 2023[●] Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Series 2023[●] Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Series 2023[●] Bonds; provided, however, that in no event shall the City be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject. (j) As of its date and the date hereof, the information contained in the Preliminary Official Statement (excluding the information contained under the captions “INTRODUCTION — Summary of the Project and Construction” and “— Summary of Potential COVID-19 Impacts”; “PROJECT PARTICIPANTS — The Authority”, “— The Manager”, “— TeamCo”, “— The Construction Monitor/Independent Engineer”, “— The Developer”, “— The Architects” and “— The Insurance Broker”; “ARENA MANAGEMENT AND OPERATIONS (except sub-sections “Project Leases and Agreements — Site Lease”, — Ground Lease”, — Lease Agreement” and “— Management Agreement”); “ARENA AND MANAGER FINANCES”; “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Construction Risks – Nonperformance by Design-Builder” and “— Risks Associated With Operations – National Hockey League”; “BANKRUPTCY RISK CONSIDERATIONS — Bankruptcy of the Authority; Enforceability of Documents with Respect to the Bankruptcy of the Authority”, “— Enforceability of Documents with Respect to the Bankruptcy of the Manager and/or TeamCo” and “— Operations During a Reorganization Proceeding”; “LITIGATION — The Manager”, “— TeamCo” and “— The Arena/The Project”; “APPENDIX B — “BOOK-ENTRY-ONLY SYSTEM”; APPENDIX O — “SUMMARY OF THE NAMING RIGHTS AGREEMENT”; and APPENDIX S “[ENGINEERING REPORT] / [CONSTRUCTION MONITOR REPORT]” THROUGH APPENDIX W “AUDITED FINANCIAL STATEMENTS OF THE MANAGER FOR THE YEARS ENDED [DECEMBER 31, 2021] AND [DECEMBER 31, 2022]” (collectively, the “City (k) As of the date thereof and at all times subsequent thereto to and including the date which is twenty-five (25) days following the End of the Underwriting Period (as such term is hereinafter defined in paragraph (o) of this Section 5) for the Series 2023[●] Bonds, the information contained in the Preliminary Official Statement and the Official Statement (excluding the City Excluded Information) did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (l) If between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, an event occurs which might or would cause the information contained in the Preliminary Official Statement or the Official Statement, as then supplemented or amended (excluding the Excluded Information as to which no representation is made), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City will notify the Underwriter, and, if in the opinion of the City, the Underwriter or its counsel, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement or the Official Statement, as applicable, the City will forthwith prepare and furnish to the Underwriter (at the expense of the Manager) a reasonable number of copies of an amendment of or supplement to the Preliminary Official Statement or the Official Statement, as applicable (in form and substance satisfactory to the Underwriter) which will amend or supplement the Preliminary Official Statement or the Official Statement, as applicable, so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Preliminary Official Statement or the Official Statement is delivered to prospective purchasers, not misleading. For the purposes of this paragraph, between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the City will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. (m) If the information contained in the Preliminary Official Statement or the Official Statement is amended or supplemented pursuant to paragraph (l) of this Section 5, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the portions of the Preliminary Official Statement or the Official Statement so supplemented or amended (only to the extent such portions do not constitute City Excluded Information) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (n) After the Closing Date, the City will not participate in the issuance of any amendment of or supplement to the Preliminary Official Statement or the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in wilting. (o) As used in this Section 5 and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Series 2023[●] Bonds shall mean the earlier of (i) the Closing Date unless the City shall have been notified in writing to the contrary by the Underwriter on or prior to the Closing Date, or (ii) the date on which the End of the Underwriting Period for the Series 2023[●] Bonds has occurred under Rule 15c2-12; provided, however, that the City may treat as the End of the Underwriting Period for the Series 2023[●] Bonds the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting Period.District Resolutions;

Representations, Warranties and Agreements of the City. The By executing this Agreement in the space provided below, the City hereby representsrepresents and warrants to, warrants and agrees with the Underwriter as followsBank that: (a) 13.1 The City isis duly created and existing under the laws of the State of Oregon, and will be on the Closing Date, a charter city, and has all necessary power and authority under its charter and the Municipal Code of the City to enter into this Agreement and perform its duties under the Indenture, the Accounts Agreement, the Site Lease, the Ground Lease, [the Landlord Estoppel Certificate (Ground Lease),] the Lease Agreement, the Management Agreement, the Recognition Resolution and Acknowledgment Agreement, the Continuing Disclosure this Agreement, and that this Purchase Contract (collectively, Agreement and the “City Documents”) and, when executed and delivered by the respective parties thereto, the City Documents Bond will constitute the legal, valid and binding special obligations of the City in accordance with their respective terms. (b) By all necessary official action of the City prior to or concurrently with the acceptance hereof, the City has duly approved the distribution of the Preliminary Official Statement and the execution, delivery and distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Documents and the consummation by it of all other transactions contemplated by the Preliminary Official Statement and the City Documents. (c) The City will deliver the duly executed City Documents on the Closing Date, and, when executed and delivered, the City Documents, assuming due authorization, execution and delivery by the other respective parties thereto, will constitute the legally valid and binding obligations of the City that are enforceable in accordance with their respective terms, except as enforcement to the extent that enforceability may be limited by or rendered ineffective by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws or equitable principles relating to or affecting creditors’ rights generally; (ii) the application of equitable principles and the exercise of judicial discretion in appropriate cases; (iii) common law and statutes affecting the enforceability of contractual obligations generally; and (iv) principles of public policy concerning, affecting or limiting the enforcement of rights or remedies against governmental entities such as the City. (d) None 13.2 The acceptance of this Agreement, the adoption of the City’s proceedings or authority for Resolution, and the execution and delivery of the City DocumentsBond will not conflict in any material respect with, or the adoption of the resolution or resolutions of the City Council of the City approving the execution and delivery of the Series 2023[●] Bonds and authorizing the execution and delivery of the City Documents, has been repealed, modified, amended, revoked or rescinded. (e) At the date hereof and as of the Closing Date, except as otherwise disclosed in the Preliminary Official Statement, the City will be in compliance with the covenants and agreements contained in the City Documents, and no event of default shall have occurred and be continuing and no event has occurred and is continuing which, with the passage of time or giving of notice, or both, would constitute an event of default thereunder. (f) The City is not in any a material breach of or default under under, any applicable constitutional law, charter provision, law or court decree, administrative regulation to which it is subject or any applicable judgment or decree or any loan agreementregulation, indentureordinance, bond, note, resolution, agreement resolution or other instrument material agreement to which the City is a party or to by which the City or any of its property or assets it is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument which would affect its ability to perform under the City Documents; and the issuance of the Series 2023[●] Bonds and the execution and delivery of the Official Statement and the City Documents and compliance with the provisions on the City’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Collateral Documentsbound. (g) 13.3 There is no action, suit, proceeding, inquiry proceeding or investigation, investigation at law or in equity, equity before or by any court, court or governmental agency, public board or body, body pending or, to the best of the knowledge of the City after reasonable investigationCity, threatened against the City in any material respect affecting the existence of the City or the titles of its officers to their respective offices or affecting or seeking to prohibit, restrain or enjoin the issuanceacceptance of this Agreement, sale the adoption of the Resolution, or the execution and delivery of the Series 2023[●] Bonds Bond, or contesting or affecting, as to the City, the validity or enforceability collection and application of the Series 2023[●] Bonds or the City Documents or contesting the powers of the City or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the City Documents. (h) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations in connection with the issuance of the Series 2023[●] Bonds under the Indenture have been duly obtained, except for such approvals, consents and orders funds as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2023[●] Bonds; and, except as described in or contemplated by the Preliminary Official Statement Resolution and the Official Statementthis Agreement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations under the City Documents have been duly obtained. (i) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as it may reasonably request in order (i) to qualify the Series 2023[●] Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Series 2023[●] Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Series 2023[●] Bonds; provided, however, that in no event shall the City be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject. (j) As of its date and the date hereof, the information contained in the Preliminary Official Statement (excluding the information contained under the captions “INTRODUCTION — Summary of the Project and Construction” and “— Summary of Potential COVID-19 Impacts”; “PROJECT PARTICIPANTS — The Authority”, “— The Manager”, “— TeamCo”, “— The Construction Monitor/Independent Engineer”, “— The Developer”, “— The Architects” and “— The Insurance Broker”; “ARENA MANAGEMENT AND OPERATIONS (except sub-sections “Project Leases and Agreements — Site Lease”, — Ground Lease”, — Lease Agreement” and “— Management Agreement”); “ARENA AND MANAGER FINANCES”; “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Construction Risks – Nonperformance by Design-Builder” and “— Risks Associated With Operations – National Hockey League”; “BANKRUPTCY RISK CONSIDERATIONS — Bankruptcy of the Authority; Enforceability of Documents with Respect to the Bankruptcy of the Authority”, “— Enforceability of Documents with Respect to the Bankruptcy of the Manager and/or TeamCo” and “— Operations During a Reorganization Proceeding”; “LITIGATION — The Manager”, “— TeamCo” and “— The Arena/The Project”; “APPENDIX B — “BOOK-ENTRY-ONLY SYSTEM”; APPENDIX O — “SUMMARY OF THE NAMING RIGHTS AGREEMENT”; and APPENDIX S “[ENGINEERING REPORT] / [CONSTRUCTION MONITOR REPORT]” THROUGH APPENDIX W “AUDITED FINANCIAL STATEMENTS OF THE MANAGER FOR THE YEARS ENDED [DECEMBER 31, 2021] AND [DECEMBER 31, 2022]” (collectively, the “City (k) As of the date thereof and at all times subsequent thereto to and including the date which is twenty-five (25) days following the End of the Underwriting Period (as such term is hereinafter defined in paragraph (o) of this Section 5) for the Series 2023[●] Bonds, the information contained in the Preliminary Official Statement and the Official Statement (excluding the City Excluded Information) did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements thereinthat, in the light of the circumstances under which they were made, not misleading. (l) If between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, an event occurs which might or would cause the information contained in the Preliminary Official Statement or the Official Statement, as then supplemented or amended (excluding the Excluded Information as to which no representation is made), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City will notify the Underwriter, and, if in the opinion reasonable judgment of the City, would have a material and adverse effect on the Underwriter or its counsel, such event requires ability of the preparation City to pay the amounts due under this Agreement and publication of a supplement or amendment to the Preliminary Official Statement or Bond. 13.4 To the Official Statement, as applicableextent permitted by law, the City will forthwith prepare agrees to indemnify and furnish hold harmless the Bank and all of its agents and employees against any and all losses, claims, damages, liabilities and expenses arising out of any statement made by the City to the Underwriter (at the expense of the Manager) a reasonable number of copies of an amendment of Bank, its agents or supplement employees, that relates to the Preliminary Official Statement this Agreement or the Official StatementBond, as applicable (and that is untrue or incorrect in form and substance satisfactory to the Underwriter) which will amend or supplement the Preliminary Official Statement or the Official Statement, as applicable, so that it will not contain an untrue statement of a any material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Preliminary Official Statement or the Official Statement is delivered to prospective purchasers, not misleading. For the purposes of this paragraph, between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the City will furnish such information with respect to itself as the Underwriter may from time to time reasonably requestrespect. (m) If the information contained in the Preliminary Official Statement or the Official Statement is amended or supplemented pursuant to paragraph (l) of this Section 5, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the portions of the Preliminary Official Statement or the Official Statement so supplemented or amended (only to the extent such portions do not constitute City Excluded Information) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (n) After the Closing Date, the City will not participate in the issuance of any amendment of or supplement to the Preliminary Official Statement or the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in wilting. (o) As used in this Section 5 and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Series 2023[●] Bonds shall mean the earlier of (i) the Closing Date unless the City shall have been notified in writing to the contrary by the Underwriter on or prior to the Closing Date, or (ii) the date on which the End of the Underwriting Period for the Series 2023[●] Bonds has occurred under Rule 15c2-12; provided, however, that the City may treat as the End of the Underwriting Period for the Series 2023[●] Bonds the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting Period.

Representations, Warranties and Agreements of the City. The City hereby represents, warrants and agrees covenants with the Underwriter as followsthat: (a) The the City isis a general law city duly organized and existing under the laws of the State; (b) the City has full legal right, and will be on the Closing Date, a charter city, and has all necessary power and authority under its charter and the Municipal Code of the City to enter into execute, deliver and perform its duties obligations, as the case may be, under this Bond Purchase Agreement, the Indenture, the Accounts AgreementFacility Lease, the Site Lease, the Ground Lease, [the Landlord Estoppel Certificate (Ground Lease),] the Lease Escrow Agreement, the Management Agreement, the Recognition and Acknowledgment Agreement, the Continuing Disclosure Agreement, and this Purchase Contract Certificate (collectively, the “City Legal Documents”) andand to carry out and consummate all transactions contemplated by each of the aforesaid documents and the Official Statement, when executed and delivered by compliance with the respective parties thereto, the City Documents will constitute the legal, valid and binding obligations provisions of the City in accordance Legal Documents will not materially conflict with their respective terms.or constitute a breach of or default under any applicable constitutional provision, law, administrative regulation, court order or consent decree or any applicable judgment or decree or any loan agreement, note, resolution, indenture, agreement or other instrument to which the City is a party or it or any of its assets may be otherwise subject; (bc) By all necessary official action the Resolution adopted by the City Council of the City prior to or concurrently with on , 2019 approving and authorizing the acceptance hereof, execution and delivery by the City has duly approved of the City Legal Documents and the preparation and distribution of the Preliminary Official Statement and the execution, delivery and distribution Official Statement (the “City Resolution”) was duly adopted at a meeting of the Official StatementCity Council of the City 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 is in full force and effect and has not been amended or repealed; (d) by adoption of the City Resolution, the City has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Legal Documents and the consummation by it of all other transactions contemplated by the Preliminary Official Statement and the City Documents. (c) The City will deliver the duly executed City Documents on the Closing Date, and, when executed and delivered, the City Legal Documents, assuming due authorization, execution and delivery by the other respective parties thereto, as applicable, will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. (d) None of the City’s proceedings or authority for the execution and delivery of the City Documents, or the adoption of the resolution or resolutions of the City Council of the City approving the execution and delivery of the Series 2023[●] Bonds and authorizing the execution and delivery of the City Documents, has been repealed, modified, amended, revoked or rescinded.; (e) At at the date hereof and as of the Closing Date and the Settlement Date, except as otherwise disclosed in the Preliminary Official Statement and the Official Statement, the City will be in compliance with the covenants and agreements contained in the City Legal Documents, and no event of default shall have occurred and be continuing and no event has occurred and is continuing which, with the passage of time or giving of notice, or both, would constitute an event of default thereunder.thereunder shall have occurred and be continuing; (f) the City will comply with the requirements of the Tax Certificate executed by the City in connection with the delivery of the Bonds; (g) any certificate signed by any officer of the City and delivered to the Underwriter pursuant to the City Legal Documents or any document contemplated hereby or thereby shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein and that such officer shall have been duly authorized to execute the same; (h) to the best knowledge of the City there is no public vote or referendum pending or proposed, the results of which could materially adversely affect the transactions contemplated by the City Legal Documents or the Official Statement or the validity or enforceability of the Bonds; (i) the Facility Lease creates a valid pledge of and grant of a first, direct and exclusive charge and lien on the Base Rental Payments (as defined in the Facility Lease) purported to be pledged thereby, subject to no prior pledges, liens or security interests; (j) the Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Closing and the Settlement will be, true and correct in all material respects, and the Official Statement contains and up to and including the Closing and the Settlement will contain no misstatement of any material fact and does not, and up to and including the Closing and the Settlement will not, omit any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading (excluding therefrom the information relating to DTC and its book-entry only system and under the caption “UNDERWRITING,” as to which no representations or warranties are made); (k) the City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not affect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds; (l) as of the time of acceptance hereof and as of the time of the Closing and the Settlement, to the best of its knowledge, the City is not and will not be in any breach of or in default under any applicable constitutional provision, law or administrative rule or regulation to which it is subject of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, indenture, bond, note, resolution, ordinance, agreement or other instrument relating to the City to which the City is a party or to which the City or any of its property or assets is otherwise subject, and no event has occurred and is continuing which which, with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument which breach or default would materially adversely affect its ability to perform the security of the Bonds or the City’s performance under the City Legal Documents; and, as of such times, except as disclosed in the Preliminary Official Statement and the issuance of Official Statement, the Series 2023[●] Bonds and the authorization, execution and delivery of the Official Statement City Legal Documents and the City Documents Bonds and compliance with the provisions on the City’s part contained herein of each of such agreements or instruments do not and therein, will not in any material respect conflict with or constitute a breach of or default under any lawapplicable constitutional provision, law or administrative regulation, rule or regulation of the State or the United States or any applicable judgment, decree, license, permit, trust agreement, loan agreement, indenture, bond, note, resolution, ordinance agreement or other instrument relating to which the City (or any of its officers in their respective capacities as such) is a party or is otherwise subject, or by which it or any of its properties is bound; nor will any such authorization, execution, delivery, adoption delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the its assets or properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement regulation or other instrument, except as may be provided by the Bonds and the City Legal Documents; (m) as of the time of acceptance hereof and the Closing and the Settlement, except as disclosed in the Collateral Documents. (g) There is Preliminary Official Statement and the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental government agency, public board or body, is pending (notice of which has been properly served on and received by the City) or, to the best knowledge of the City City’s knowledge after reasonable investigation, threatened against the City (i) in any material respect affecting way questioning the corporate existence of the City or the titles of its the officers of the City to their respective offices or affecting offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of any of the Series 2023[●] Bonds Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affectingaffecting the validity of the Bonds, as the City Legal Documents or the consummation of the transactions contemplated thereby or hereby; (iii) which may result in any material adverse change relating to the City, the validity ; or enforceability of the Series 2023[●] Bonds or the City Documents or (iv) contesting the powers of the City or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, Statement or any supplement or amendment thereto or supplement theretoasserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, wherein an unfavorable decision, ruling or finding would materially adversely affect in the validity or enforceability light of the City Documents.circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence; (hn) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction for purposes of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance byRule, the City of has heretofore deemed final the Preliminary Official Statement prior to its obligations in connection with use and distribution by the issuance of the Series 2023[●] Bonds under the Indenture have been duly obtainedUnderwriter, except for such approvals, consents and orders as may the information specifically permitted to be required under the Blue Sky or securities laws of any state in connection with the offering and sale omitted by paragraph (b)(1) of the Series 2023[●] Bonds; and, Rule; (o) except as described otherwise disclosed in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of the City has not previously failed to comply in any governmental authority, legislative body, board, agency or commission having jurisdiction of material respect with any continuing disclosure obligation undertaken pursuant to the matter Rule; and (p) except for information which are required for is permitted to be omitted pursuant to the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance byRule, the City of its obligations under the City Documents have been duly obtained. (i) The City will furnish such informationPreliminary Official Statement is, execute such instruments and take such other action in cooperation with the Underwriter as it may reasonably request in order (i) to qualify the Series 2023[●] Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Series 2023[●] Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Series 2023[●] Bonds; provided, however, that in no event shall the City be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject. (j) As of its date and the date hereof, the information contained in the Preliminary Official Statement (excluding the information contained under the captions “INTRODUCTION — Summary of the Project and Construction” and “— Summary of Potential COVID-19 Impacts”; “PROJECT PARTICIPANTS — The Authority”, “— The Manager”, “— TeamCo”, “— The Construction Monitor/Independent Engineer”, “— The Developer”, “— The Architects” and “— The Insurance Broker”; “ARENA MANAGEMENT AND OPERATIONS (except sub-sections “Project Leases and Agreements — Site Lease”, — Ground Lease”, — Lease Agreement” and “— Management Agreement”); “ARENA AND MANAGER FINANCES”; “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Construction Risks – Nonperformance by Design-Builder” and “— Risks Associated With Operations – National Hockey League”; “BANKRUPTCY RISK CONSIDERATIONS — Bankruptcy of the Authority; Enforceability of Documents with Respect to the Bankruptcy of the Authority”, “— Enforceability of Documents with Respect to the Bankruptcy of the Manager and/or TeamCo” and “— Operations During a Reorganization Proceeding”; “LITIGATION — The Manager”, “— TeamCo” and “— The Arena/The Project”; “APPENDIX B — “BOOK-ENTRY-ONLY SYSTEM”; APPENDIX O — “SUMMARY OF THE NAMING RIGHTS AGREEMENT”; and APPENDIX S “[ENGINEERING REPORT] / [CONSTRUCTION MONITOR REPORT]” THROUGH APPENDIX W “AUDITED FINANCIAL STATEMENTS OF THE MANAGER FOR THE YEARS ENDED [DECEMBER 31, 2021] AND [DECEMBER 31, 2022]” (collectively, the “City (k) As as of the date thereof and at all times subsequent thereto to and including the date which is twenty-five hereof (25) days following the End of the Underwriting Period (as such term is hereinafter defined in paragraph (o) of this Section 5) for the Series 2023[●] Bonds, excluding therefrom the information contained relating to DTC and its book-entry only system, and under the caption “UNDERWRITING,” as to which no representations or warranties are made) was and is true and correct in the Preliminary Official Statement all material respects and the Official Statement (excluding the City Excluded Information) did not and will does not contain any untrue or misleading statement of a material fact or omit omitted or omits to state a any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (l) If between the date hereof . All representations, warranties and the date which is twenty-five (25) days after the End agreements of the Underwriting Period for the Series 2023[●] Bonds, an event occurs which might or would cause the information contained in the Preliminary Official Statement or the Official Statement, as then supplemented or amended (excluding the Excluded Information as to which no representation is made), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City will notify the Underwriter, and, if in the opinion of the City, the Underwriter or its counsel, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement or the Official Statement, as applicable, the City will forthwith prepare and furnish to the Underwriter (at the expense of the Manager) a reasonable number of copies of an amendment of or supplement to the Preliminary Official Statement or the Official Statement, as applicable (in form and substance satisfactory to the Underwriter) which will amend or supplement the Preliminary Official Statement or the Official Statement, as applicable, so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Preliminary Official Statement or the Official Statement is delivered to prospective purchasers, not misleading. For the purposes of this paragraph, between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the City will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. (m) If the information contained in the Preliminary Official Statement or the Official Statement is amended or supplemented pursuant to paragraph (l) of this Section 5, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the portions of the Preliminary Official Statement or the Official Statement so supplemented or amended (only to the extent such portions do not constitute City Excluded Information) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (n) After the Closing Date, the City will not participate in the issuance of any amendment of or supplement to the Preliminary Official Statement or the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in wilting. (o) As used in this Section 5 and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Series 2023[●] Bonds shall mean the earlier of (i) the Closing Date unless the City shall have been notified remain operative and in writing to full force and effect, regardless of any investigations made by or on the contrary by Underwriter’s behalf, and shall survive the Underwriter on or prior to the Closing Date, or (ii) the date on which the End delivery of the Underwriting Period for the Series 2023[●] Bonds has occurred under Rule 15c2-12; provided, however, that the City may treat as the End of the Underwriting Period for the Series 2023[●] Bonds the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting PeriodBonds.