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11 <br />4887-1989-4478v4/200356-0620 <br />state any material fact necessary to make the statements therein, in the light of the circumstances <br />under which they were made, not misleading. <br />(o) Other than in the ordinary course of its business or as contemplated by the <br />Official Statement, between the date of this Purchase Agreement and the Closing Date the City will <br />not, without the prior written consent of the Underwriter, offer or issue any certificates, bonds, notes, <br />or other obligations for borrowed money or incur any material liabilities, direct or contingent, <br />payable from or secured by a lien on the Net Revenues superior to or equal to the lien of the <br />Installment Payments on the Net Revenues. <br />(p) The financial statements of, and other financial information regarding, the <br />City contained in the Official Statement fairly present the financial position and results of the <br />operations of the City as of the dates and for the periods therein set forth, and, to the best of the <br />City’s knowledge, (i) the audited financial statements have been prepared in accordance with <br />generally accepted accounting principles consistently applied, (ii) the unaudited financial statements <br />have been prepared on a basis substantially consistent with the audited financial statements included <br />in the Official Statement and reflect all adjustments necessary to that effect, and (iii) the other <br />financial information has been determined on a basis substantially consistent with that of the City’s <br />audited financial statements included in the Official Statement. <br />(q) Except as otherwise described in the Official Statement, there shall not have <br />been any material adverse changes in the financial condition of the Enterprise since June 30, 2023. <br />(r) Any certificate signed by any official or other representative of the City and <br />delivered to the Underwriter pursuant to this Purchase Agreement shall be deemed a representation <br />and warranty by the City to the Underwriter as to the truth of the statements therein made. <br />8. The Underwriter has entered into this Purchase Agreement in reliance upon the <br />representations, warranties, and covenants of the Authority and the City contained herein and in the <br />Authority Documents and City Documents to which each of the Authority or the City, as applicable, <br />is a party, and the performance by the Authority and the City of their respective obligations <br />hereunder, both as of the date hereof and as of the Closing Date. The Underwriter’s obligations <br />under this Purchase Agreement are and shall be subject to the following further conditions: <br />(a) The representations and warranties of the Authority and the City contained <br />herein shall be true, complete, and correct in all material respects on the date hereof and at and as of <br />the Closing, as if made at and as of the Closing, and the statements made in all certificates and other <br />documents delivered to the Underwriter at the Closing pursuant hereto shall be true, complete, and <br />correct in all material respects at the Closing; the Authority and the City shall be in compliance with <br />each of the agreements made by it in this Purchase Agreement (unless such agreements are waived <br />by the Underwriter) and there shall not have occurred an adverse change in the financial position of <br />the City or the Enterprise that materially adversely affects the ability of the City to make the <br />Installment Payments when due or otherwise perform any of its obligations under the City <br />Documents, and there shall not have occurred an adverse change in the financial position of the <br />Authority that materially adversely affects the ability of the Authority to make payments of principal <br />of and interest on the Bonds when due or otherwise perform any of its obligations under the <br />Authority Documents. <br />8.A. - Page 222 of 255 <br />850