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(e) CM shall transfer to the City, $ , to be applied to the City's costs of
<br />the transaction or applied to make the first Lease Payment. Wire instructions to be provided
<br />prior to the Closing Date.
<br />4. Closing. At 8:00 a.m. California Time, on June 12, 2014, or at such other time or on such
<br />earlier or later date as the Purchasers the Authority and the City mutually agree upon (the
<br />"Closing Date "), the City will deliver (or cause to be delivered) the Site and Facility Lease and
<br />the Lease Agreement executed by the City and the Authority, and the Assignment Agreements
<br />executed by the Authority and the Purchasers, and the Purchasers will pay the purchase price
<br />for the Authority's rights, title and interest in the Site and Facility Lease and the Lease
<br />Agreement as set forth in Section 1 hereof in federal or other immediately available funds.
<br />5. Representations and Warranties of the City. The City represents and warrants to the
<br />Purchasers, that:
<br />(a) The City is a municipal corporation or anized and existing under the Constitution
<br />and the laws of the State of California (the "State "), and has all necessary power and authority
<br />to enter into and perform its duties under this Agreement and the Site and Facility Lease and
<br />the Lease Agreement (collectively, the "City Documents ").
<br />(b) To the best knowledge of the City, neither the execution and delivery of the City
<br />Documents, or the execution this Agreement, and compliance with the provisions on the City's
<br />part contained therein, nor the consummation of any other of the transactions herein and
<br />therein contemplated, nor the fulfillment of the terms hereof and thereof, materially conflicts
<br />with or constitutes a material breach of or default under nor materially contravenes any law,
<br />administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution,
<br />agreement or other instrument to which the City is a party or is otherwise subject, nor does any
<br />such execution, delivery, adoption or compliance result in the security interest or encumbrance
<br />of any nature whatsoever upon any of the properties or assets of the City under the terms of
<br />any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond,
<br />note, resolution, agreement or other instrument, except as provided by the City Documents.
<br />(c) The City Documents have been duly authorized by the City, and, assuming due
<br />authorization, execution and delivery by the other parties thereto, will constitute legal, valid
<br />and binding agreements of the City enforceable in accordance with their respective terms,
<br />except as the enforcement thereof may be limited by bankruptcy, insolvency, moratorium,
<br />reorganization, fraudulent conveyance or other laws affecting the enforcement of creditors'
<br />rights generally and by the application of equitable principles if sought and by the limitations
<br />on legal remedies imposed on actions against cities in the State of California.
<br />(d) There is no consent, approval, authorization or other order of, or filing with, or
<br />certification by, any regulatory agency having jurisdiction over the City required for the
<br />execution and delivery of the City Documents or the consummation by the City of the other
<br />transactions contemplated by the City Documents.
<br />(e) To the best of the knowledge of the City, there is, and on the Closing Date (as
<br />hereinafter defined) there will be, no action, suit, proceeding or investigation at law or in equity
<br />before or by any court or governmental agency or body pending or threatened against the City
<br />to restrain or enjoin the payments to be made pursuant to the Lease Agreement, or in any way
<br />contesting or affecting the validity of the City Documents or the authority of the City to approve
<br />this Agreement, or enter into the City Documents or contesting the powers of the City to enter
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<br />80A -107
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