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

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statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to prospective purchasers,not misleading in any material respect. If such notification shall occur subsequent to the Closing Date,the Port shall forthwith provide to the Undeiwriter such certificates as the Undetwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. For the purposes of this subsecrion,between the date hereof and the date which is 25 days after the"end ojthe underwritingperiod"for the Series 2015 Bonds,the Port will fiunish such information with respect to itself as the Underwriter may from time to time reasonably request; (f� If the information contained in the Official Statement is amended or supplemented pursuant to Section 6(el,at the rime of such supplement or amendment thereto and(unless subsequently again supplemented or amended pursuant to such subsection)at all times subsequent thereto up to and including the date which is 25 days aRer the"end of the underwriting period,"for the Series 2015 Bonds, the portions of the Official Statement so supplemented or amended(including any financial and statistical data contained therein),excluding statements and inforn�ation under the captions"UNDERWRITING," "BOND INSURANCE"and contained in APPENDiX F—"BOOK-ENTRY ONLY SYSTEM,"APPENDIX G— "SPECIMEN FINANCIAL GUARANTY INSURANCE POLICY"and APPENDIX H—"SPECIMEN FINANC(AL GUARANTY DEBT SERViCE RESERVE POLICY"and infoimation as to prices and interest rates on the inside cover of the Official Statement,will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such information therein,in the light of the circumstances under whic6 it was made,not misleading io any material respect; (g) As used herein and for the purposes of the foregoing,the term"end of underwriting period"for the Series 2015 Bonds shall mean the earlier of(i)the Closing Date unless the Port shall have been notified in wriring to We contrary by the Underwriter on or prior to the Closing Date or(ii)the date on which the end of the underwriting period for the Series 2015 Bonds has occurred under Rule 15c2-12, provided,however,that the Port may treat as the end of the undeiwriting period for the Series 2015 Bonds the date specified as such in a notice from the Underwriter stating the date which is the end of the underwriting period; (h) The Port will fumish such infonnation,execute such instruments and take such other action in cooperation with the Underwriter as We Underuvriter may reasonably request in order to qualify the Series 2015 Bonds for offering and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate,and will assist, if necessary therefor,in the continuation of such qualifications in effect as long as required for the distribution of the Series 2015 Bonds;provided,however,that the Port shall not be required to qualify as a foreign corporation or to file any general consents to service of process under the laws of any state; (i) Except as may be required under Blue Sky or other securities laws of any state,there is no conse�t,approval,authorization or other order of,or filing or registration with,or certification by,any regulatory authority having jurisdiction over the Port required for the execution and delivery of tl�is Purchase Agreement or the execution,delivery and sale of the Series 2015 Bonds or the consummation by the Port of the other transactions contemplated by the Port Agreements or this Purchase Agreement; (j) Any certificate signed by any official of the PoR and delivered to the Underwriter pursuant to this Purchase Agreement or any document contemplated hereby shall be deemed a representation and warranty by the Port to the Underwriter as to the statements made therein and that such officer shall have been duly authorized to execute the same; 6 31498-0016�BPA-FlN SF�21373079.5