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

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� ' under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the exisang governmental body and officials or officers in possession but subjed to the supervision and orders of a murt or govemmental authority,or the entry of an order mnfirming a plan of reorganizalion, arrangement or liquidation by a rnurt or governmental authority having supervision or jurisdiction over substantially all of the assets or business of ihe obligated person. (b) Materia! Reportable Events. The Port shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds,if material: (1) 1Von-payment related defaults. (2) Modifications to rights of security holders. (3) Bond calls. (4) The release,substitution,or sale of property securing repayment of the securities. (5) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions,other than pursuant to its terms. (6) Appointrnent of a successor or additional trustee, or the change of name of a trustee. (c) Time to Disclose. The Port shall, or shall cause the Dissemination Agent (if not the ; Port) to, file a notice of such occurrence with EMMA, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occunence of Any Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(5) and (b)(3) above need not be given under this subsection any eazlier than the notice (if any)of the underlying event is given to owners of affected Bonds under the Indenture. Section 6. Identifying Information for Filings with EMMA. All documents provided to EMMA under this Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB. Section 7. Termination of Reporting Obligation. The Port's obligations under this Disdosure Certificate shall terminate upon the defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Port shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). Section 8.Dissemination Agent. (a) Appointment of Dissemination Agent. The Port may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disdosure Certificate and may discharge any such agent, with or without appointing a successor Dissemination Agent. If the Dissemination Agent is not the Port, the Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Port pursuant to this Disclosure Certificate.It is understood and agreed that any information that the Dissemination Agent may be instructed to file with EMMA shall be prepared and provided to it by the Port. The Dissemination Agent has undertaken no responsibility with respect to the �� content of any reports, notices or disclosures provided to it under this Disclosure Certificate and -4-