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(b) The Port is a public department of the City,duly organized and existing under and
<br /> pursuant to the Charter and Constitution and laws of the State of Califomia,with full legal right,power
<br /> and authority to execute,deliver and perform its obligations under the Port Agreements and this Purchase
<br /> Agreement and,when executed and delivered by the respective parties thereto,the Port Agreements and
<br /> this Purchase Agreement will each constitute a legal,valid and binding obligation of the Port enforceable
<br /> in accordance with its respective terms,except as enforceability may be limited by banlwptcy,
<br /> insolvency,moratorium or creditors'rights generally;and the execution and deGvery of the Port
<br /> Agreements and this Purchase Agreemeat,and compliance with the provisions of each thereof will not
<br /> conflict with or constitute a breach of or a default under aay applicable law or administrative regulation of
<br /> the State of California or the United States,or any applicable judgment,decree,agreement or other
<br /> instrucnent to which the Port is a party or is otherwise subject;
<br /> (c) At the time of acceptance by the Port of this Purchase Agreement and at all times
<br /> subsequent thereto up to and including the Closing Date,the Official Statement will not contain any
<br /> unwe statement of a material fact or omit to state a material fact required to be stated therein or
<br /> necessary to make the statements therein,in the light of the circumstances under which they were made,
<br /> not misleading;
<br /> (d) To the best la�owledge of the Port as of the date hereof,there is no action,suit,
<br /> proceeding or investigation before or by any court,public board or body pending or threatened,wherein
<br /> an unfavorable decision,ruling or finding would:(i)affect the creation,organization,existence or powers
<br /> of the Port,or the titles of its members or officers,(ii)enjoin or restrain the issuance,sale aad delivery of�
<br /> the Series 2015 Bonds,(iii)in any way question or affect any of the rights,powers,duties or obligations
<br /> of the Port with respect to the monies to pay the principal component and interest component of the Lease
<br /> Payments,(iv)in any way question or affect any suthority for the issuance of the Series 2015 Bonds, or
<br /> the validity or enforceability of the Port Agreements,the Series 2015 Bonds or this Purchase Agreement,
<br /> � (v)in any way question or affect the Port Agreements,the Series 2015 Bonds,this Purchase Agreement
<br /> or the transactions contemplated by Wis Purchase Agreement,We documents referred to in the Official
<br /> Statement,or any other agreement or instrument to which the Port is a party relating to the issuance of the
<br /> Series 2015 Bonds;or(vi)contesting the exclusion of interest with respect to the Series 2015 Bonds from
<br /> gross income for federal income tax purposes or from State of California personal income tax purposes;
<br /> nor is there any basis for any such action,suit,proceeding,inquiry or investigation,wherein an
<br /> unfavorable decision,ruling or finding would materiatly adversely affect the validity of the Port
<br /> Agreements,the Series 2015 Bonds or this Purchase Agreement or the authorization,execution,delivery
<br /> or performance by the Port under the Port Agreements,the Series 2015 Bonds or this Purchase
<br /> Agreement;
<br /> (e) If,between the date hereof and the date which is 25 days after the "end of the
<br /> underwriting period"(as deftned in Section 6(el),any event occurs,or facts or conditions become known
<br /> of which the Port has lmowledge and which in the reasonable opinion of Jones Hall,A Professional Law
<br /> Corporation,Bond Counsel to the Port("Bond Counsel'�,Quint&Thimmig LLP,Disclosure Counsel to
<br /> the Port("Disclosure Courrsel'�,the Underwriter.SchiffHardin LLP("Underwriter's Counsel'�or
<br /> counsel to the Port,would cause the information contained in the Official Statement,as tt►en
<br /> supplemented or amended,to contain an untrue statement of a material fact or to omit to state a material
<br /> fact required to be stated therein or necessary to make such information therein,in the light of the
<br /> circumstances under which it was presented,not misleading in any material respect,the Port will notify
<br /> the Underwriter,and,if in the reasonable opinion of the Underwriter,such event requires the preparation
<br /> and publication of a supplement or ameadment to the O�cial Statement,the Port shall promptly prepare
<br /> and furnish to the Underwriter(at the expense of the Port)a reasonable number of copies of an
<br /> amendment of or supplement to the Official Statement(in form and substance satisfactory to the
<br /> Underwriter)which will amend or supplement the O�cial Statement so that it will not contain an untrue
<br /> 5
<br /> ( 31498-0016�BPA-FIN
<br /> SF1i21373079.3
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