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(9) Cert�cate o�the Port. A certificate of the Port dated the Closing Date and <br /> executed by a duly authorized officer of the Port to the effect that: <br /> (i) The representarions and warranties of the Port contained in Section 7 <br /> hereof aze true and correct in all material respects on and as of the date of Closing as if <br /> made on the Closing Date; <br /> (ii) The information contained in the Official Statement(including any <br /> financial and statisrical data contained therein)is hue and correct in all material respects <br /> and the informarion in the Official Statement(including any finaacial and starisrical data <br /> contained therein)does not omit any statement or information which is necessary to make <br /> the statemeats and informarion therein,in the light of the circumstances under which they <br /> were made,not misleading in any material respect; <br /> (iii) By adoption of the Port Resolution,the Port has duly authorized the <br /> execution and delivery of the Port Agreements and this Purchase Agreement,and the <br /> taking of any and all such action as may be required on the part of the Port to carry out, <br /> give ef�'ect to and consummate the transactions contemplated thereby,the Port Resolution <br /> were each adopted at a meeting duly noticed aud at which a quorum was present,and <br /> ueither Port Resolution has been modified or amended and each remains in full force aud <br /> effect; <br /> (iv) No consent,approval,authorization or other action by any governmeatal <br /> or regulatory authority having jurisdiction over the Port that has not been obtained is or <br /> will be required for the issuance and delivery of the Series 2015 Bonds or the <br /> consummation by the Port of the other transactions contemplated by the Port Agreements <br /> � and the Official Statement,except as such may be required for the state securiries or blue <br /> sky laws; <br /> (v) The execution and delivery by the Port of the Port Agreements and this <br /> Purchase Agreement and compliance with the terms thereof,will not conflict with,or <br /> result in a violation or breach of,or constitute a default under,any lease,indenture,bond, <br /> note,resolution or any other agreement or instrument to which the Port is a party or by <br /> which it is bound,or any law or any rule,regularion,order or decree of any court or <br /> governmental agency or body having jurisdiction over the Port or any of its acrivities or <br /> properties; <br /> (vi) The Port is not in breach of or default under any applicabte law or <br /> administrarive regulation of the State or the United States or any applicable judgment or <br /> decree or any lease,indenture,bond,note,resolution,agreement or other instirument to <br /> which the Port is a party or is otherwise subject which breach or default would materially <br /> adversely affect We ability of the Port to perform its obligarions under the Port <br /> Agreements or this Purchase Agreement,and no event has occurred and is continuing <br /> which,with the passage of time or the giving of norice,or both,would constitute such a <br /> default or an event of default under any such instr�nnent;aad <br /> (vii) Except as disclosed in the Official Statement,there is no action,suit, <br /> proceeding,inquiry or investigation,at law or in equity,before or by any court or <br /> governmental agency,public board or body pending or,to the best knowledge of the Port, <br /> threatened against or affecting the existence of the Port or seeking to prohibit,restrain or <br /> enjoin the issuance and delivery of the Series 2015 Bonds or the execution and delivery <br /> 11 <br /> 3I498-00161BPA-FRJ <br /> SF1�21373079.5 <br />