Agmt15 City of RWC Public Financing Authority Water Revenue Refunding Bonds

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(c) Investment Transactions. The Authority shall assure that Excess Investment Earnings are not paid or disbursed except as required in this Section 5.13. To that end the Authoriry shall assure that investment transactions are on an arm's-length basis. In the event that Permitted Investments consist of certificates of deposit or investment contracts, investment in such Permitted Investments shall be made in accordance with the procedures described in the Tax Regulations. (d) Maintenance of Records. The Authority shall keep, and retain for a period of six (6) years following the retirement of the Bonds, records of the determinations made pursuant to this Section 5.13. (e) En4aqement of Professional Services. In order to provide for the administration of this Section 5.13, the Authority may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the Authoriry may deem appropriate. (fl Modification of this Section. Any of the provisions of this Section 5.13 may be amended, modified or deleted in any manner whatsoever in the event that the Authority shall cause to be filed with the Trustee written directions making such amendment, modification or deletion, which written directions are accompanied by an opinion of Bond Counsel stating that such amendment, modification or deletion will not cause interest on the Bonds to be includable in gross income of the Bondowners for federal income tax purposes. . Section 5.14. Books and Accounts; Financial Statements. The Authority shall keep proper books of record and accounts, separate from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the Installment Purchase Contract. Said books shall, upon prior request, be subject to the inspection of the Trustee (who shall have no duty to inspect) or the Owners of not less than ten percent (10°k) of the Outstanding Bonds, or their representatives authorized in writing, upon not less than two (2) Business Days' prior notice to the Authority. The Authority shall cause its books and accounts to be audited annually by an independent certified public accountant or firm of certified public accountants, not more than two hundred and seventy (270) days after the close of each Fiscal Year, and shall make a copy of such report available for inspection by the Bond Owners at the office of the Authority and at the Principal Office of the Trustee. The Trustee shall not be required to review, and shall not be deemed to have notice of, the contents of the books and records of the Authority or any financial statement delivered to the Trustee under this Section 5.14, it being expressly understood that the Trustee shall only receive and hold such documents as repository for examination and copying by any Owner at such Owner's expense during business hours on Business Days. Section 5.15. Installment Purchase Contract. The Trustee shall promptly collect all amounts due from the City pursuant to the Installment Purchase Contract and, subject to the provisions of Article VII, shall enforce, and take all steps, actions and proceedings which the Trustee determines to be reasonably necessary for the enforcement of all of its rights thereunder as assignee of the Authority and for the enforcement of all of the obligations of the City thereunder. 29