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

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financiai statement to the Trustee, any Bond Insurer,the]nformation Services, and any Owner. The Trustee shall heve no duty to review such financial statements. Section 4.13. Protection of Securitv and Rights of Owners. The Port wil l preserve and protect the security of the Bonds and the rights of the Owners,and will warrant and defend their rights Against all claims and demands ot'all persons. From and after the sale and delivery of any Bonds by the Port,such Bonds shatl be incontestableby the Port. Section4.l4. Pavment of Taxes and Other Char�es and Comnliance with Governmental Re�ulations. The Port will pay and discharge all taxes, service charges, assessments and other governmental charges which may hereafter be lawfully imposed upon the Enterprise or any properties owned by the Port, or upon the Revenues,when the same shall become due;J»+o►�ided, that nothing herein contained shall require the Port to make any such payments so long as the Port in good faith shall contest the val idity of any such taxes,service charges.assessments or other governmental charges and such nonpayment will not materially adversely affect the Port's ability to perform its obligations hereunder. ' � Thc Port will duly comply with all applicable state, federal and local statutes and all valid regulations and requirements of any governmental authority relative to the operation of the Cnterprise or any part thereof, but the Port shall not be required to comply with any regulations or requirements so long as the validity or application thereof shall be contested in good faith and such noncompliance will not materially adversely affect the Port's ability to perform its obligations he�eunder. Section 4.15. Tax Cavenantsand Nlotters. (e) eneral. The Port hereby covenants with ttie holders of the 8onds that, notwithstandingany other provisionsof this Indenture,they shall not take any aciion,or fail to take any action, if any such action or failure to take action would adversely affect the exclusion frorn gross income uf interest on the Bonds under Section 103 of the Code. 7'he Port need not comply with this Section with respect to obligationsthe interest on which is included in gross income for federal income tax purposcs. (b) Arb' e. The Port shall not, directly or indirectly,use or permit the use of any proceeds of any Bonds,or of any property financed or refinanced thereby�or other funds of the Port,�r take or omit to take any action.that would cause the Bonds to be"arbitra�e bonds"within the mcaning of Section 148 of the Code. To that end, the Port shall comply with all requirements of Section 148 of the Code and all regulations of the Unitcd States Department of the Treasury issued thereunder to the extent such requirementsare,at the time,in effect and applicable to the Bonds. (c) Federal Guarantee. The Port shall not make any use of the proceeds of thc Bonds or any other funds of the Port, or take or omit to take any other action,that would cause the Bonds to be"federally guaranteed"within the meaning of Section 149(b)of the Code. Section 4.16. Furthet Assurances. The Port will adopt,make,execute and deliver any and al! such Further indentures,instruments and assurances as may be rcasonably necessTry or proper to carry out the intention or to faci litate the performance hereof,end for the better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided herein. 12094.9i22931.0005 36