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

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Revenues constitute a trust fund for the security and payment of the interest on and principal of and redemption premiums,if any,on the Series 20!5 Bonds. (d) The scheduled paytnent of principal of and interest on the Series 2015 Bonds when due will be guaranteed and a financial guaranty insurance policy(the"Bond lnsurance Policy")issued by National Public Finance Guatanty Corporation(the"Bond lnsurer"). The Bond Insurer will also have a surety policy(the"Surety Policy")in an amount equal to the reserve requirement(as defined in the Indenture)for the Series 2015 Bonds. (e) The Series 2015 Bonds shall be executed and delivered under and in accordance with the provisions of this Purcbase Agreement,the Bond Law and the Resolutions. The Series 2015 Bonds shall be issued in fully registered form and shall be prepared,delivered and,registered in the name of Cede& Co.,as nominee of The Depository Trust Company("DTC"). Section 4. Deliverv and Use of the Official Statement and Other pocuments. (a) The Port delivered to the Unden�vriter a Preliminary Official Statement dated April 15, 2015 including the cover page,inside cover page and appendices thereto,in electronic form related to the Series 2015 Bonds(the"Preliminary O�cial StatemenP')as it may be amended,which as of its date the Port deemed final for pwposes of Rule 15c2-12,except certain infonnation permitted to be omitted therefrom by Rule 15c2-12. By acceptance of this offer,the Port hereby ratifies the use and distribution of the Preliminary Official Statement by the Underwriter and the Port will deliver to the Underwriter as promptly as possible,but in no event later than seven(7)business days after the Port has accepted this Purchase Agreement,such number of copies of the final Official Statement relating to the Series 2015 Bonds dated the date hereof,as it may be amended and supplemeated from time to time pursuaat to Section 7(e)(the"O�cial Statement"),as the Underwriter may reasoaably request in order for the Underwriter to comply with the rules of the Municipal Securities Rulemaking Board(the "MSRB'� and paragraph(b)(4)of 17.CFR.240 15c2-12,as amended("Rule ISc2-12'�. (b) Prior to the date hereof,the Port authorized the Underwriter to use,in connection with the public offer and sale of the Series 2015 Bonds,the Resolutions,this Purchase Agreement,the Preliminary Official Statement and the Official Statement and all infotcnation contained herein and therein and all of the documents,certificates or statements fi►mished by the Port to the Underwriter in connection with tbe transactions contemplated by this Purchase Agreement. (c) The Underwriter hereby agrees that it will not send any confirmation requesting payment for the pwchase of any Series 2015 Bonds unless the confirmation is accompanied by or preceded by the delivery of a copy of the Official Statement. The Undetwriter agrees that from the time the Official Statement becomes available until the earlier of:(i)90 days from the "end ojthe underwritirrg period,"as defined in Rule 15c2-12,or(ii)the time when the Official Statement is available to any person from the MSRB through its Electroaic Municipal Market Access site("EMMA"),but in no case less than 25 days following the "end ojthe underwriting period"(as defined below),the Underwriter shall send,no later than the next business day following a request for a copy thereof,by first class mail or other equally prompt means,to any Potential Customer,as defined in the Rule,on request,a single copy of t6e Official Statement. The Underwriter agrees to:(A)provide the Port with final pricing informatioo on the Series 2015 Bonds,(B)promptly file a copy of the Official Statement,including any supplements prepared by the Port,with EMMA,(C)promptly notify the Port of the end of the underwriting period,and(D)take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and MSRB rules governing the offering,sale and delivery of the Series 2015 Bonds to ultimate purchasers. 3 ;1498-0016�BPA-FIN SFU21373079.3