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

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Series of the Bonds;nravide�l that in the event that all or a portion of'such Series of the Bonds is to be issued for the purpose of refunding and retiring any then Outstanding Bonds, Contracts, or Parity Repayment Obligations,interest and principal payments on the Bonds,Contr�cts,or Parity Repayment Obligations to be so refunded and retired from the proceeds of such Series of the Bonds being issued shal I be excluded from the foregoing computation of Maximum Annual Debt Service;prov;dedJur•Iher, that the Port may at any time issue a Series of the Bonds without compliance with the foregoing conditions if the Annual Debt Service for each Fiscal Year during which such Series of the Bonds is Outstanding will not be increased by reason of the issuance of such Series oFthe Bonds. Nothing contained herein shall limit the issuance of any reven�e bonds of the Port payable from the Net Revenues and secured by a lien and chargc on the Net Revenues if, after the issuance and delivery of such revenue bonds, none ot the Sonds theretofore issued hereunder will bc Outstanding and none of the C:ontracts or Parity Repayment Obligations shall be unpaid. Section 2.3. Procedure for the Jssuance of Bonds. All of the Bonds of a Series shalf bc executed by the Port for issuance hereunder and shall be delivered to the Trustee and thereupon sl�all be suthenticated and delivered by the Trustee upon the Written Request of the Port,but only upon receipt by the"I'rustee of the fol lowin�documents or money or securities: (a) An executcd countcrpart of the Supplemental lndenture authorizing the issuance of such Scries of the Bonds; (b) A Wrinen Request of the Port as to the authentication and delivery of such Series of the Bonds; (c) An opinion of counsel of recognized standins in the field of law relating to municip�l bonds substantialiy to the effect that (a)the Port has the right and power under the Law to exccute and deliver the Indenture and all Supplemental lndentures, and the Indenture and all Supplemental lndentures have been duly and Iawfully executed and delivered by the Port,sre in full torce and ef1'ect and are valid and binding upon the Port and�nforceable in accordance with their terms (except as enforcement may be limited by bankruptcy. moratorium, insolvency, reorganization, fraudulent conveyance and other similar laws relating to the entorcement oP creditors'righis),(b) the Donds of such Series are valid and binding special obligations of the Port,enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, moratorium, insolveney, reorganization,fraudulent conveyance and other similar laws relating to the enforcement of creditors' rights)and the terms of the lndenture and ail Supplemental indentures,are secured by a pledge of Net Revenues and other amounts on deposit under the indenture,and are entitled to thc bcnefits of the Indenture and all Supplemental Indentures,and(c)such Series of the Bonds have been duly and validly suthorized and issued in accordance with the lndenture and all Supplemental Indentures; (d) A Ccrtificate of the Port containing such statements as may be reasonably necessary to show cornpliancewith the requirementshereof;and � (e) Such furtherdocuments,money and securitiesas are required by the provisions hereof and thc Supplcmental(ndenture providing for the issuance otsuch Series of the Bonds. Section 2.4. Redemption of Bonds. Gach Series of thc Bonds or portion thereof may be subject to optional redemption prior to maturity as provided in a Supplemental lndenture. Whenever izo9a.9�zz��.000s 20