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

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� has no liability to any person, including any Bond owner, with respect to any such reports, notices or disclosures. The fact that the Dissemination Agent or any affiliate thereof may have any fiduciary or banking relationship with the Port shall not be mnstrued to mean that the Dissemination Agent has actual knowledge of any event or condition, except as may be provided by written notice from the Port. (b) Compensation of Dissemination Agent. The Dissemination Agent shall be paid compensation by the Port for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the Port from time to time and all expenses, legal fees and expenses and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the Port, owners or Beneficial Owners, or any other party. The Dissemination Agent may rely, and shall be protected in acting or rekaining from acting, upon any direction from the Port or an opinion of nationally recognized bond counsel. The Dissemination Agent may at any time resign by giving written notice of such resignation to the Port. The Dissemination Agent shall not be liable hereunder except for its negligence or willful misconduct. (c) Responsibilities of Dissemination Agent. In addition of the filing obligations of the Dissemination Agent set forth in Sections 3(e) and 5, the Dissemination Agent shall be obligated, and hereby agrees, to provide a request to the Port to compile the information required for its Annual Report at least 30 days prior to the date such information is to be provided to the Dissemination Agent pursuant to subsection (c) of Section 3. The failure to provide or receive any such request shall not affed the obligations of the Port under Section 3. Section 9. Amendment; Waiver. Notwithstanding an other provision of this Disclosure ( Certificate, the Port may amend this Disclosure Certificate �and the Dissemination Agent shall agree to any amendment so requested by the Port that does not impose any greater duties or risk of liability on the Dissemination Agent), and any provision of this Disclosure Certificate may be waived,provided that all of the following conditions are satisfied: (a) Change in Circumstances. If the amendment or waiver relates to the provisions of Sections 3(a),4 or 5(a)or(b), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law,or change in the identity, nature, or status of an obligated person with respect to the Bonds,or the type of business mnducted. (b) Compliance as of Issue Date.The undertaking, as amended or taking into account such waiver, would, in the opinion of a nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule,as well as any change in circumstances. (c) Consent of Holders; Non-impairment Opinion. The amendment or waiver either (i) is approved by the Bond owners in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Bond owners, or(ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Bond owners or Beneficial Owners. If this Disdosure Certificate is amended or any provision of this Disclosure Certificate is waived, the Port shall describe such amendment or waiver in the next following Annual Report and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the i presentation) of financial informaiion or operating data being presented by the Port. In � addition, if the amendment relates to the accounting principles to be followed in preparing -5-