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

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('1) an order,decree or injunction of any court of competent jurisdiction,or order, filing,regulation or official statement by the Securities and Exchange Commission,or any other governmental agency having jurisdiction over the subject matter thereof,issued or made to the effect that the issuance,offering or sale of obligations of the general character of the Series 2015 Bonds,or the issuance,offering or sale of the Series 2015 Bonds,as contemplated hereby or by the Official Statement,is or would be in violation of the federal securities laws,as amended and then in effect or any proceeding shall have been commeaced,against the Port or the City,in connection with Series 2015 Bonds or obligations of the genera]character of the Series 2015 Bonds of the Port or the City,by the Securities and Exchange Commission or other governmental agency having jurisdicrion over the issue,offering or sale thereof; (8) any rating of the Series 2015 Bonds or other debt obligations of the Port has been downgraded,suspended or wiWdrawn by a national rating service or a negative qual�cation (e.g., "credit watch"or"negarive outlook"designarion)or other announcement made by a national rating service that rates the Series 2015 Bonds or other debt obligations of the Port aze under review without indicarion of a potentially favorable result,which,in the reasonable opinion of the Underwriter,materially adversely affects the mazketability or mazket price of the Series 2015 Bonds; (9) any event occurring,or information becoming known which,in the reasonable judgment of the Undenvriter,makes untrue in any material adverse respect any statement or information set forth in the Official Statement,or has the effect that the Official Statement contains any uatrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein,in the light of the circumstances under which they were made,not misleading;or (10) except as disclosed in or contemplated by the Official Statement,any material adverse change in the affairs of the Port. (e) At or prior to the date of the Closing,the Underwriter shall have received the following documents,in each case dated as of the Closing Date unless otherwise specified herein and satisfactory in form and substance to the Underwriter: (1) Resolutions and Port Agreements. Certified copies of the Port Resolution and the City Resolution,and copies of the Port Agreements each duly executed and delivered by the respective parties thereto; (2) Prelimi»arv and Final I�icial Statement. The Preliminary�fficial Statement and the Official Statement,with the Official Statement executed on behalf of the Port by a duly authorized officer of the Port; (3) 01r.inion o�Bond Counsel. The approving opinion of Bond Counsel dated the Closing Date,substantially in the form attached as Appendix E to the Official Statement,and a reliance letter with respect thereto addressed to the Underwriter; (4) Supplemental Opinion ofBond Counsel. A supplemental opinion of Bond Counsel,dated the Closing Date and addressed to the Underwriter,to the effect that: (i)the Series 2015 Bonds are not subject to the registration requirements of the Securities Act of 1933,as amended,and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended;(ii)the statements contained in the Oi�'icial Statement,under the captions "INTRODUCTION,""TrIE 2015 BONDS"and"SECURITY AND SOURCES OF PAYMENT FOR THE 2015 9 31498-00161BPA-FIN � SFU213'l3079.5