Agmt15 Raymond James and Assoc. Port of RWC sale of refunding bonds

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; (14) Evidence ofRep merrt of DBW Loa»Contract. Evidence from the DB W,in form and substance acceptable to Bond Counsel,the Port,Counsel to the Port,the Underwriter and Underwriter's Counsel that the DB W Loan Contract has been repaid; (15) Insurance Policv and Sure Policv. The Bond Insurance Policy and Swety Policy,each issued by t6e Bond Insurer. (16) �ond Insurer Certificate. A certificate of the Bond Insurer or an opinion of counsel to the Bond Insurer,dated the date of the Closing,to the effect that the information in the Of�icial Statement regazding the Bond Insurance Policy,the Surety Policy and the Bond Insurer under the caption"BOND 1NSURANCE"and contained in ApPE7vDix G—"SPECIMEN BOND INSURANCE POLICY"and APPENDIX H—"SPECIMEN SURE'fY BOND POLICY"is accwate in all material respects; (17) Opinion ofCounsel to Bond Insurer. An opinion of counsel to the Bond Insurer as to the validity and enforceability of the Bond lnsnrance Policy and the Surety Policy,in form and content satisfactory to Bond Counsel and Underwriter's Counsel; (18) Rating Letters. A letter from Standard&Poor's,a Division of the McGraw-Hill Companies("S&P'�assigning an underlying rating of"BBB"to the Series 2015 Bonds,and a letter from S&P assigning an insured rating of"AA-"to the Series 2015 Bonds; (19) Certircate as to ArbilraPe. A tax certificate of the Port in form satisfactory to Bond Counsel with respect to the Series 201 S Bonds; (20) California Debt ond tnvestment Advisorv Commissiorr Filings. Evidence of the :' preliminary and final filings with the Califomia Debt and Investment Advisory Commission pursuant to Section 8855(g)and 53583 of the California Government Code; (21) DTC Blanket Letter oJRepresentations. A copy of the executed Blanket Letter of Representations by and between t6e Port and The Depository Trust Company,New York,New York;and (22) Addilional Docu»�ents. Such additional legal opinions,certificates,proceedings, instruments and other documents as the Underwriter may reasonably request to evidence compliance(i)by the Port and the Bank in its capacities as Trustee and Escrow Agent with legal requirements,(ii)the truth and accuracy,as of the time of Closing,of the representarions of the Port herein contained,and(iii)the due performance or satisfaction by the Port and the Bank at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by them. If the Port shall be unable to satisfy the conditions to the Underwriter's obligations contained in this Purchase Agreement(unless such conditions are waived by the Underwriter)or if the Undervvriter's obligations sball be terminated for any reason permitted by this Purchase Agreement,this Purchase Agreement may be canceled by the Underwriter at,or at any time prior to,the time of Closing. Notice of such cancellation shall be given to the Port in writing,or by telephone or electronic communication, confirmed in writing. Notwithstanding any provision herein to the contrary,We performance of any and all obligatioas of t6e Port hereunder and the performance of any and alt conditions contained herein for the benefit of the Underwriter may be waived by the Underwriter in writing at its sole discretion. 14 � )1498-00161BPA-FIN 5�21373079.5