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

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be in full force and effect;(v)the Series 2015 Bonds shall have been duly authorized,executed and delivered;and(vi)the Port shall pedorm or has performed all of its obligations required under or specified in the Port Agreements to be performed at or prior to the Closing; (c) No decision,ruling or fmding shall have been entered by any court or governmental authority since the date of this Pwchase Agreement(and not reversed on appeal or otherwise set aside),or to the best knowledge of the Port,be pending(in which service of process has been completed against the Port)or t}ueatened which has any of the effects described in Section 7ld)or contests in any way the completeness or accuracy of either of the Of�'icial Statement; (d) Between the date hereof and the Closing,the mazket for or the market price or marketability of the Series 2015 Bonds or the ability of the Underwriter to enforce contracts for the sale of the Series 2015 Bonds at the initial offering prices set forth in the O�cial Statement,shall not have been materially adversely affected by reason of any of the following: (I) legislation enacted by the Congress of t6e United States,or by the legislature of the State,or introduced in t6e Congress or recommended for passage by the President of the United States,or a decision rendered by a court of the United States or the State or by the United States Tax Court,or an order,ruling,regulation(final,temporary or proposed)or official statement issued or made: (2) by or on behalf of the United States Treasury Department,or by or on behalf of the Internal Revenue Service or other federal or State authority,which would have the purpose or effect of c6anging,d'uectly or indirectly,t6e federal income tax consequences or State tax consequences of interest on obligations of the general chazacter of the Series 2015 Bonds in the hands of the holders thereof;or (3) by or on behalf of the Securities and Exchange Commission,or any other governmental agency having jurisdiction over the subject matter thereof,to the effect that the Series 2015 Bonds,or obligations of the general character of the Series 2015 Bonds,including any and all underlyittg arrangements,are not exempt from registration under the Securities Act of 1933,as amended,or that the Indenture is not exempt from qualification under the Trust Indenture Act of 1939,as amended; (4) the declaration of war or engagement in major military hostilities or escalation of hosrilities by the United States or the occurrence of any other national or international emergency or calamity or crisis relating to the ef�'ective operation of the government or the fmancial community in the United States; (5) the declazation of a general banking moratorium by federal,New York or State suthorities having jurisdiction,or the general suspension of trading on any national securities exchange or fixing of minimum or ma�cimum prices for trading or maximum ranges for prices for securities on any national securities exchauge,whether by virtue or a determination by that exchange or by order of the Securities and Exchange Commission or any other govemmental suthority having jwisdiction,or a material disruption in commercial banking or securities settlement or clearance services shalt have occurred; (6) the imposition by the New York Stock Exchange,other national securities exchange,or any govemmental authority,of any material resfictions not now in force with respect to the Series 2015 Bonds,or obtigations of the general character of the Series 2015 Bonds,or securities generally,or the material increase of any such restrictions now in force; 8 1 31498-0016�BPA-FIN SF1321373079.3