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

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ARTICLE V THE TRUSTEC Section 5.1. The Trustee. U.S. Bank 'I'rust Nationaf Association is hereby appointed Trustee hereunderfor the purpose of receiving all money which the Port is requirtd to deposit with the Trustee hereunderand to allocate,use and apply the same as provided herein. The Port at any time may, so long as no Event of Default then exists, and shall upon the written request of any Bond lnsurer upon any breach of the trust set forth herein,remove the Tnistee initially appointed and any successor thereto upon thirty(30)days written notice to the Trustee,and the Port shaU appoint a successor or successors thereto;provided that any such successor shaU be a bank or trust company doing business in Culifomin that is approved hy the Bond Insurers (if any) pnd that has a combined capital (exclusive of borrowed cApital) and surplus of at least fifty million dollars ($50,000,000) and is subject to supervision or examination by federal or state suthority. If such bank or trust company publishes a report of condition at least annually,pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Seclion 5.1 the combined capital and surplus of such bank or tnist company shal) be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee may at any time resign by giving written notice to the Port and to the Bond Insurers and by giving to the Owners notice of such resignation.which notice shall be mailed to the Owners at their addresses appearing in the registration books maintained under Section 2.8 hereof. Upon receiving sucli notice of resignation,the Port shall promptly appoint a successor Trustee by an instrument in writing; provicled, thai if no such successor shall have been appointed by the Port within thirty(3�)days afier the receipt by the Port of such notice,the Trustee may petition any court of competent jurisdiction to appoint a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the appointment of and the acceptance of appointment by the successor Trustee, The Trustee is hereby authorized to pay or redeem the Bonds when duly presented for payment at maturity or on redemption prior to maturity. The Trvstee shall destroy a11 Bonds in accordance with its then current retention policy upon payment thereof or upon the surrender thereoF' by the Port and shall, upon receipt of a Written Request of the Port, deliver a certificate of such destruction to the Port;�rovrded, that the Trustee may reyuire the Port to pay al l reasonable costs for copying the cencelled Bonds. The Trustee sha11 keep accurate records of all Bonds paid and discharged and destroyed by it. The Port shall from time to time,subject to any agreement betwecn thc Port and thc Trustee then in force, pay to the Trustee compensation for its services, reimburse the Truslee for al1 its advances and expenditures, including but not limited to advances to and fees and expenses of independent accountants, counsel (both in-house and outside) and engineers or other experts employed by it in the exercise and performence of its powers and duties hereunder,and indemnify and save the Trustee and its of�icers,directors,officials,employees and agents harmless against any costs, expenses, losses and liabilities not arising from its own negligence or willful misconduct which it may incur in the exercise and performance of its powers and duties hereunder. The Trustee's rights to indemnification and protection from liability hereunder and its rights to payment 12090.9122931.0005 37 " � I � I I