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

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(k) The Port shall apply the net proceeds of the Series 2015 Bonds to refund the Refunded Bonds and otherwise in accordance with the Indenture and the Escrow Agreement and as described in the Official Statement; (1) The Port is not in default,and at no time has defaulted in any material respect,on any bond.note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding; (m) The Port is in compliance with all of its prior continuing disclosure undertakings entered into pursuant to Rule 15c2-12 and with the special provisions of the Port's Revenue Bonds,Series 2012 (the"Series 2012 Bonds"),and at or prior to the Closing Date�the Port shall have duly authorized, executed and delivered the Continuing Disclosure Certificate. The Port has not failed in any material • respect dwing the last five years to comply with any previous undertaking to provide annual financial inforn�ation and notices of the occurrence of certain events,if material. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement; and (n) The financial statements of the Port contained in the Official Statement as Appendix B fairly present the fmancial positions and results of operations thereof as of the dates and for the periods therein set forth,the Port has no reason to believe that such financial statements have not been prepared in accordance with generally accepted accounting principles consistently applied;except as disclosed in the Official Statement or otherwise disclosed in writing to the Underwriter,there has not been any materially adverse change in the fmancial condition of the Port since June 30,2014 and there has been no occurrence,circumstance or combination thereof which is reasonably expected to result in any such materially adverse change;and the other financial information in the Official Statement has been determined on a basis substantially consistent with that of the audited financial statements of the Port included in the OfT'icial Statement. Section 8. Conditions to Closins. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the Port contained herein and the performance by the Port of its obligarions hereunder,both as of the date hereof and as of the date of Closing. The Underwriter's obligations under this Purchase Agreement are and shall be subject,at the option of the Underwriter,to the following further conditions at the Closing: (a) The representations and wazranties of the Port contained herein shall be true,complete and correct at the date hereof and at and as of the Closing,as if made at and as of the Closing,and the statements made in all certificates and other documents delivered to the Undenvriter at the Closing pursuant hereto shall be true,complete and correct on the date of the Closing;and the Port shall be in compliauce with each of the respective agreements made by them in this Furchase Agreement; (b) At the time of the Closing,(i)the Port Agreements shall be in full force and effect and the Resolutions and the Official Statement shall not have been amended,modified or supplemented except as may have been agreed to in writing by the parties hereto;(ii)all actions under the Bond Law which,in the reasonabte opinion of Bond Counsel,shall be necessary in connection with the transactions contemplated hereby,shall have been duly taken and shall be in full force and effect;(iii)the Port shall have adopted,and there shall be in full force and effect such additional resolutions,agreements,opinions and certificates,which resolutions,agreements,opinions and certificates shall be satisfactory in form and substance to Bond Counsel and to the Undenvriter,and there shall have been taken in connection therewith and in connection with the execution and delivery of the Series 2015 Bonds all such actions as shall,in the reasonable opinion of each,be necessary iu connection with the transactions contemplated hereby;(iv)all actions under the Resolutions which,in the reasonable opinion of Bond Counsel,shall be necessary in connection with the transactions contemplated hereby,shall have been duly taken and shall 7 � 31498-0016�BPA-FIN SF1321373079 3