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

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The Trustee may execute any of the trusts or powers hereof and perform the duties of it rcquired hereunder by or through attorneys, accountants, agents or receivers,and may, in all cases, pay,and be reimbursed for,the reasonable fees and expenses thereof. The Trustee shall have no responsibility with respect to Any information,statement,or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. Bcfore taking any action under Article VII hereof the Trustee may require indemnity satisfactory to the Trustee be furnished from any expenses and to protect it against any liability it may incur hereunder. The immunities extended to the Trustee also extend to its directors, o�cers,employees and agents. The Trustee shall not be liable for any action takcn or not taken by it in accordance with the direction of a majority (or other percentage provided for herein) in aggregate principal umount of Bonds outstanding relating to the exercise o1'any right,power or rcmedy uvailable to the Trustee. The permissive right of the Trustee to do things enumerated in this lndenture shall not be construed as a duty. Section 5.3. Notice to Trustee. The Trustce shall be protected in acting upon any notice, indenture, reyuest, requisition,consent, order, certificate, report, bond or other paper or document betieved by it to bc bcnuine and to have been si�ned or presented by the proper pany or parties. The 'I'rustee�nay consult with counsel,who mny be counsel to the Port,with regard to legal questions,and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken,suffered or omitted hereunder in good faith and in accordance therewith. Whenever in the administration of its duties hereunder the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or sufferin� any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Trustee,be deemed to be conclusively proved and established by a Certificate of the Port and the Trustee is under no obligation to independently investigate or verify such matter, and such certifcate shali be £ull warrant to the � Trustec for any action taken or suffcrcd under the provisions hereof upon the faith thereof,but in its discretion the Trustee may. but is not rcquired to. in lieu thereof, accept other evidencc of such matter or may require such additional evidence as to it may seem reasonable. • ARTICLE VI AMENDMENT OF THE 1NDENTURE Section 6.1. Procedure for Amendment of�hc ]ndeniure. The lndenture and lhe rights and obligations of the Porl and of the Owners may be amended at any time by a Supplemental Indenture which shall become binding when the written consents of the 4wners of at least sixty per cent(60%)in ag�regate principal amount of the Bonds then Outstanding(exclusive of Iionds disqualified as provided �zova.rnzx�s i.000s 39