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

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in Section 6.2 hereo�and the written consents of the Bond Insurers(if any)are filed with the Trustee. No such amendment shal I(I)extend the maturity of or reduce the interest rate on,or otherwise aller or impair the obligation of the PoR to pay the interest or principal or redemption premium, if Qny,at the time and place and at the rate and in the currency provided herein o!'any Bond,without the express written consent of the Owner of such Bond, or (2)permit the creation by the Poit oF any mort�age, pled�e or 1 ien upon the Net Revenues superior to or on a parity with the pledge and lien created herein for the bene�t of the Bonds,the Contracts,and the Parity Repayment Obligations,or(3)reduce the percentage ot'Bonds required t'or the written consent to any such amendment,or(4)modify the rights or obligations of the Trustee without its prior written assent thereto. The indenture and the rights and obligations of the Port and of the Owners may also be amended at any time by a Supplemental Indenture which shall become binding upon execution, without the conscnt of any Owners or Bond lnsurers(if any),but only to the extent permitted by law and only for any one or more of the following purposes: {a) To add to the agreements and covenants of the PoR contained herein other agreements and covenants therealter to be obscrved,or to surrenderany right or power herein reserved to or conferred upon the Port; (b) To make such provisions for the purpose of curing any ambiguity,or of curing, correcting or supplementing any defective provision contained hercin,or in regard to questions arising hereundcr,as the Port may deem necessary or desirablc and not inconsistent herewith,and which shall not materially adversely affect the interestsof the�wners of the Outstanding Bonds; (c) To provide for the issuance of any Series of the Bonds,and to provide the terms and canditions under which such Series of the Bonds may be issued,sub}ect to and in accordance with the provisionsof Article 11 hereof; (d) To modify,amend or supplement the Indenture in such manner�s to permit the qualification hereof under the Trust indenture Act of 1939,as amended,or any similar federal statute hereafter in effect,and to add such other terms,conditions and provisions as may be permitted by said act or similar federal statute,and which shall not materially adversely affect the interests of the Owners of the Bonds; (e) To maintain the exclusion under the Code of interest on the Bonds from gross income for federal income tax purposes; (� To the extent necessary to obtain a Municipal Bond insurance Policy, to maintain any then existing rating by Moody's(if Moody's is then rating the Bonds}or S&P(if S&P is then rating the 8onds) or in connection with satisfying all or a portion of the Reserve Fund Requirement by placing a crcdit facility in the Reserve Fund; (g) To determine and provide that any Subordinate Obligations are and shall constitute Bonds,Contracts,or Parity Repaymenl Obl igations(as the case may be)under the lndentuce; provided, that in order to make such determination and provision,such Subordinete Obligations must first meet the conditions and requirements of Section 2.2 hereof at the time of such determination and provision (with the refercnce to Bonds being construeJ to mean ContracLs or Parity Repayment Obligntions,as appropriate); i2o�a m2i9si.000s 40