Common use of Amendments Permitted Clause in Contracts

Amendments Permitted. This Indenture and the rights and obligations of the Authority, the Trustee and the Owners of the Bonds hereunder may be modified or amended from time to time and at any time for any lawful purpose, by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholder but with the prior written consent of the Company and the Bank (as long as the Bank is not in default under the Letter of Credit); provided, however, that the consent of the Bank shall not be required in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of Credit. The foregoing to the contrary notwithstanding, no such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, (i) extend the maturity date of any Bond, (ii) reduce the amount of principal thereof, (iii) extend the time of payment or change the method of computing the rate of interest thereon, without the consent of the Owner of each Bond so affected, or eliminate the Owners’ rights to tender the Bonds, (iv) extend the due date for the purchase of Bonds tendered by the Owners thereof, or (v) reduce the Purchase Price of such Bonds; provided, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at the addresses of such Owners shown on the Bond Register. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.

Amendments Permitted. This Indenture Agreement and the rights and obligations of the Authority, the Trustee City and of the Owners of the Bonds hereunder may be modified or amended from time to time and at any time for any lawful purposeby a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholder but with the prior written consent without a meeting, of the Company and the Bank Owners of at least sixty percent (as long as the Bank is not 60%) in default under the Letter of Credit); provided, however, that the consent aggregate principal amount of the Bank shall not be required Bonds then Outstanding, exclusive of Bonds disqualified as provided in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of CreditSection 8.04. The foregoing to the contrary notwithstanding, no No such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, shall (i) extend the maturity date of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), or reduce the amount percentage of principal thereof, (iii) extend Bonds required for the amendment hereof. No such amendment may modify any of the rights or obligations of the Fiscal Agent without its written consent. This Agreement and the rights and obligations of the City and of the Owners may also be modified or amended at any time of payment or change the method of computing the rate of interest thereonby a Supplemental Agreement, without the consent of any Owners, only to the Owner extent permitted by law and only for any one or more of each Bond so affectedthe following purposes: (A) to add to the covenants and agreements of the City in this Agreement contained, other covenants and agreements thereafter to be observed, or eliminate to limit or surrender any right or power herein reserved to or conferred upon the Owners’ rights City; (B) to tender make modifications not adversely affecting any outstanding series of Bonds of the Bonds, City in any material respect; (ivC) extend the due date to make such provisions for the purchase purpose of Bonds tendered by the Owners thereofcuring any ambiguity, or (v) reduce of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the Purchase Price of such Bonds; providedCity and the Fiscal Agent may deem necessary or desirable, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture and which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for adversely affect the consent rights of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at Bonds; (D) to make such additions, deletions or modifications as may be necessary or desirable to assure compliance with Section 148 of the addresses Code relating to required rebate of such Owners shown excess investment earnings to the United States or otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest on the Bond RegisterBonds or to conform with the Regulations. Any failure to give No such notice, amendment may modify any of the rights or any defect therein, shall not, however, in any way impair or affect obligations of the validity of any such Supplemental IndentureFiscal Agent without its written consent.

Amendments Permitted. This Indenture Agreement and the rights and obligations of the Authority, the Trustee District and of the Owners of the Bonds hereunder may be modified or amended from time to time and at any time for any lawful purposeby a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholder but with the prior written consent without a meeting, of the Company and the Bank Owners of at least sixty percent (as long as the Bank is not 60%) in default under the Letter of Credit); provided, however, that the consent aggregate principal amount of the Bank shall not be required Bonds then Outstanding, exclusive of Bonds disqualified as provided in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of CreditSection 8.04. The foregoing to the contrary notwithstanding, no No such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, shall (i) extend the maturity date of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the District to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the District of any pledge or lien upon the ad valorem taxes of the taxes superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), or reduce the amount percentage of principal thereof, (iii) extend Bonds required for the amendment hereof. Any such amendment may not modify any of the rights or obligations of the Paying Agent without its written consent. This Agreement and the rights and obligations of the District and of the Owners may also be modified or amended at any time of payment or change the method of computing the rate of interest thereonby a Supplemental Agreement, without the consent of any Owners, only to the Owner extent permitted by law and only for any one or more of each Bond so affectedthe following purposes: (a) to add to the covenants and agreements of the District in this Agreement contained, other covenants and agreements thereafter to be observed, or eliminate to limit or surrender any right or power herein reserved to or conferred upon the Owners’ rights District; (b) to tender make modifications not adversely affecting any outstanding series of Bonds of the Bonds, District in any material respect; (ivc) extend the due date to make such provisions for the purchase purpose of Bonds tendered by the Owners thereofcuring any ambiguity, or (v) reduce of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the Purchase Price of such Bonds; providedDistrict and the Paying Agent may deem necessary or desirable and not inconsistent with this Agreement, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture and which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for adversely affect the consent rights of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at Bonds; and (d) to make such additions, deletions or modifications as may be necessary or desirable to assure compliance with Section 148 of the addresses Code relating to required rebate of such Owners shown Excess Investment Earnings to the United States or otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest on the Bond Register. Any failure Bonds or to give such notice, or any defect therein, shall not, however, in any way impair or affect conform with the validity of any such Supplemental IndentureRegulations.

Amendments Permitted. (A) This Indenture Agreement and the rights and obligations of the Authority, the Trustee District and the Owners City and of the Bonds hereunder Owner of the Bond may be modified or amended from time to time and at any time for any lawful purpose, by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholder but a Supplemental Agreement with the prior written consent of the Company and the Bank Owner of at least sixty percent (as long as the Bank is not 60%) in default under the Letter of Credit); provided, however, that the consent aggregate principal amount of the Bank shall not be required Bond then Outstanding, exclusive of Bond disqualified as provided in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of CreditSection 8.04 hereof. The foregoing to the contrary notwithstanding, no No such modification or amendment shallshall (i) extend the maturity of any Bond or the time for paying interest thereon, or otherwise alter or impair the obligation of the City on behalf of the District to pay the principal of, and the interest and any premium on, the Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation of any pledge of or lien upon the Special Tax Revenues, or the moneys on deposit in the Special Tax Fund, the Bond Fund or the Reserve Fund, superior to or on a parity with the pledge and lien created for the benefit of the Bond (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), (iii) reduce the percentage of the Bond required for the amendment hereof, or (iv) reduce the principal amount of or redemption premium on any Bond or reduce the interest rate thereon. Any such amendment may not modify any of the rights or obligations of the Fiscal Agent without its written consent. The City shall deliver to the Fiscal Agent an opinion of counsel that any such Supplemental Agreement entered into by the City and the Fiscal Agent complies with the provisions of this Section 8.01 and the Fiscal Agent may conclusively rely on such opinion. (B) This Agreement and the rights and obligations of the District and the City and the Owner may also be modified or amended at any time by a Supplemental Agreement, without the consent of the Company Owner, only to the extent permitted by law and only for any one or more of the following purposes: (1) to add to the covenants and agreements of the City in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (2) to make modifications not adversely affecting any Outstanding Bond in any material respect; (3) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provisions of this Agreement, or in regard to questions arising under this Agreement, as the City and the Owners Fiscal Agent may deem necessary or desirable and not inconsistent with this Agreement, and which shall not adversely affect the rights of all Bonds then Outstandingthe Owner; (4) to make such additions, (i) extend deletions or modifications as may be necessary or desirable to assure compliance with Section 148 of the maturity date Code relating to required rebate of any Bond, (ii) reduce moneys to the amount of principal thereof, (iii) extend the time of payment United States or change the method of computing the rate otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest thereonon the Bond or to conform with the Regulations; or (5) to provide for the issuance of Parity Bonds to pay and discharge the indebtedness of a portion of the Outstanding Bond (a “Partial Discharge”) pursuant to Section 10.03 hereof; provided that, without following the issuance of such Parity Bonds, Maximum Annual Debt Service on the Bond that will remain Outstanding following such Partial Discharge and such Parity Bonds will not be more in any subsequent Bond Year than Maximum Annual Debt Service on the Outstanding Bond before the issuance of such Parity Bonds. Any such Partial Discharge shall be approved in writing by the Original Purchaser prior to issuance of the Parity Bonds. Notwithstanding the preceding provisions of Section 8.01(B), any amendment to this Agreement shall require the consent of the Original Purchaser so long as the Original Purchaser is the sole Owner of each Bond so affected, or eliminate the Owners’ rights to tender the Bonds, (iv) extend the due date for the purchase of Bonds tendered by the Owners thereof, or (v) reduce the Purchase Price of such Bonds; provided, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at the addresses of such Owners shown on the Bond Register. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental IndentureBond.

Amendments Permitted. This Indenture Agreement and the rights and obligations of the Authority, the Trustee City and of the Owners of the Bonds hereunder may be modified or amended from time to time and at any time for any lawful purposeby a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholder but with the prior written consent without a meeting, of the Company and the Bank Owners of at least sixty percent (as long as the Bank is not 60%) in default under the Letter of Credit); provided, however, that the consent aggregate principal amount of the Bank shall not be required Bonds then Outstanding, exclusive of Bonds disqualified as provided in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of CreditSection 8.04. The foregoing to the contrary notwithstanding, no No such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, shall (i) extend the maturity date of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, (ii) reduce the amount of principal thereof, (iii) extend the time of payment or change the method of computing the rate of interest thereon, without the express consent of the Owner of each Bond so affected, or eliminate the Owners’ rights to tender the Bonds, (iv) extend the due date for the purchase of Bonds tendered by the Owners thereofsuch Bond, or (vii) reduce permit the Purchase Price creation by the City of such Bonds; provided, however, that no consent of any pledge or lien upon the Holders Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the Bonds then Outstanding shall be (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), or reduce the percentage of Bonds required for the amendment hereof. Any such amendment may not modify any modification of the rights or amendment obligations of the Fiscal Agent without its written consent. (A) to add to the covenants and agreements of the City in this Indenture Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (B) to make modifications not adversely affecting any outstanding series of Bonds of the City in any material respect; (C) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the City may deem necessary or desirable and not inconsistent with this Agreement, and which is shall not materially adversely affect the rights of the Owners of the Bonds; (D) to become effective only following a mandatory tender make such additions, deletions or modifications as may be necessary or desirable to assure the exclusion from gross income, for purposes of all Bonds for purchase federal income taxation, of interest on the 2016 Bonds; and (E) in connection with the exercise issuance of the Conversion OptionParity Bonds under and pursuant to Section 2.14. It The Fiscal Agent may in its discretion, but shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indentureobligated to, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at the addresses of such Owners shown on the Bond Register. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of enter into any such Supplemental IndentureAgreement authorized by this Section which materially adversely affects the Fiscal Agent’s own rights, duties or immunities under this Fiscal Agent Agreement or otherwise with respect to the Bonds or any agreements related thereto. The Fiscal Agent may request and shall be fully protected in relying upon, an opinion of Bond Counsel that any proposed Supplemental Agreement complies with the applicable requirements of this Section 8.01.

Amendments Permitted. (a) This Indenture Trust Agreement and the rights and obligations of the Authority, the Trustee and the Owners of the Bonds hereunder Obligations and the Purchase Agreement and the rights and obligations of the parties thereto, may be modified or amended from time to time and at any time by a supplemental or amending agreement which shall become effective when the written consent of the Owners of a majority of the principal amount of Obligations Outstanding shall have been filed with the Trustee. No such modification or amendment shall (1) extend or have the effect of extending the final payment of principal represented by any Obligation or reducing the interest represented thereby or extending the time of payment of interest, or reducing the amount of principal thereof or reducing any premium payable upon the prepayment thereof, without the express consent of the Owner of such Obligation, or (2) reduce or have the effect of reducing the percentage of Obligations required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase Agreement, or (3) modify any lawful purpose, by an indenture of the rights or indentures obligations of the Trustee without its written assent thereto. Any such supplemental hereto, which the Authority or amending agreement shall become effective as provided in Section 8.2. (b) This Trust Agreement and the Trustee rights and obligations of the Owners of the Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, may enter into be modified or amended at any time by a supplemental or amending agreement, without the consent of any Bondholder such Owner, but with the prior written consent of the Company and the Bank only (as long as the Bank is not in default under the Letter of Credit); provided, however, that the consent of the Bank shall not be required in connection with the execution and delivery of any Supplemental Indenture 1) to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of Credit. The foregoing provide for additions or modifications to the contrary notwithstanding, no such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, (i) extend the maturity date of any Bond, (ii) reduce the amount of principal thereof, (iii) extend the time of payment or change the method of computing the rate of interest thereon, without the consent of the Owner of each Bond so affected, or eliminate the Owners’ rights to tender the Bonds, (iv) extend the due date for the purchase of Bonds tendered by the Owners thereof, or (v) reduce the Purchase Price of such Bonds; provided, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at the addresses of such Owners shown on the Bond Register. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.Project;

Amendments Permitted. (a) This Indenture Trust Agreement (and the rights and obligations of the Authority, the Trustee and the Owners of the Bonds hereunder Obligations) and the Purchase Agreement (and the rights and obligations of the parties thereto), may be modified or amended from time to time and at any time by a supplemental agreement which shall become effective when the written consent of the Owners of a majority in aggregate principal amount of the Obligations then Outstanding, exclusive of Obligations disqualified as provided in Section 9.3 hereof, shall have been filed with the Trustee. No such modification or amendment shall (i) extend or have the effect of extending the stated payment date of any Obligation or reducing the interest rate with respect thereto or extending the time of payment of interest, or reducing the amount of principal thereof or reducing any premium payable upon the prepayment thereof, without the express consent of the Owner of such Obligation, (ii) reduce or have the effect of reducing the percentage of Obligations required for the affirmative vote or written consent to an amendment or modification of the Purchase Agreement, or (iii) modify any lawful purpose, by an indenture of the rights or indentures obligations of the Trustee without its written assent thereto. Any such supplemental hereto, which the Authority agreement shall become effective as provided in Section 9.2 hereof. (b) This Trust Agreement and the Trustee rights and obligations of the Owners of the Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, may enter into be modified or amended at any time by a supplemental or amending agreement, without the consent of any Bondholder such Owners, but with the prior written consent of the Company and the Bank (as long as the Bank is not in default under the Letter of Credit); provided, however, that the consent of the Bank shall not be required in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of Credit. The foregoing to the contrary notwithstanding, no such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, (i) extend to add to the maturity date covenants and agreements of any Bondparty, other covenants to be observed, or to surrender any right or power herein reserved to the Trustee (for its own behalf) or the City, (ii) reduce to provide additional revenues or additional security or reserves for payment of the amount of principal thereofObligations, (iii3) extend to comply with the requirements of any state or federal securities laws or the Trust Indenture Act of 1939, as from time to time amended, if required by law or regulation lawfully issued thereunder, (4) to provide for the appointment of payment or change a successor trustee pursuant to the method of computing terms hereof, (5) to preserve the rate exclusion of interest thereon, without represented by the consent Obligations from gross income for purposes of federal or State income taxes and to preserve the power of the Owner of each Bond so affected, City to continue to issue bonds or eliminate incur other obligations the Owners’ rights to tender the Bondsinterest on which is likewise exempt from federal and State income taxes, (iv6) extend the due date for the purchase of Bonds tendered by the Owners thereofto cure, correct or supplement any ambiguous or defective provision contained herein or therein, (7) with respect to rating matters or (v) reduce 8) in regard to questions arising hereunder or thereunder, as the Purchase Price of such Bonds; provided, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification parties hereto or amendment to this Indenture thereto may deem necessary or desirable and which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for materially adversely affect the consent interests of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at Obligations as evidenced by a special counsel’s opinion delivered by the addresses of such Owners shown on City to the Bond RegisterTrustee. Any failure to give such notice, supplemental or any defect therein, amending agreement shall not, however, in any way impair become effective upon execution and delivery by the parties hereto or affect thereto as the validity of case may be. The Trustee may rely upon a special counsel’s opinion as conclusive evidence that any such Supplemental Indenturesupplemental or amending agreement complies with this Section.

Amendments Permitted. This Indenture Trust Agreement and the rights and obligations of the Authority, the Trustee and the Owners of the Bonds hereunder Certificates, the Lease Agreement and the rights and obligations of the parties thereto, the Site and Facility Lease and the rights and obligations of the parties thereto and the Assignment Agreement and the rights and obligations of the parties thereto, may be modified or amended from time to time and at any time for any lawful purpose, by an indenture or indentures a supplemental hereto, agreement which shall become effective when the Authority and the Trustee may enter into without the consent of any Bondholder but with the prior written consent of the Company and the Bank Owners of at least fifty percent (as long as the Bank is not 50%) in default under the Letter of Credit); provided, however, that the consent aggregate principal amount of the Bank Certificates then Outstanding, exclusive of Certificates disqualified as provided in Section 10.03 hereof, shall not be required in connection have been filed with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of CreditTrustee. The foregoing to the contrary notwithstanding, no No such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, shall (i1) extend or have the effect of extending the fixed maturity date of any BondCertificate or reducing the interest rate with respect thereto or extending the time of payment of interest, (ii) reduce or reducing the amount of principal thereof, without the express consent of the Owner of such Certificate; or (iii2) extend reduce or have the effect of reducing the percentage of Certificates required for the affirmative vote or written consent to an amendment or modification of a Lease Agreement; or (3) modify any of the rights or obligations of the Trustee without its written assent thereto. Any such supplemental agreement shall become effective as provided in Section 10.02 hereof. This Trust Agreement and the rights and obligations of the Owners of the Certificates and the Lease Agreement and the rights and obligations of the respective parties thereto, may be modified or amended at any time of payment or change the method of computing the rate of interest thereonby a supplemental agreement, without the consent of any such Owners, but only to the Owner extent permitted by law and only (1) to add to the covenants and agreements of each Bond so affected, the Authority or eliminate the Owners’ rights to tender the BondsCity, (iv2) extend to cure, correct or supplement any ambiguous or defective provision contained herein or therein and which shall not, in the due date for opinion of nationally recognized bond counsel, adversely affect the purchase interests of Bonds tendered by the Owners thereof, or (v) reduce the Purchase Price of such Bonds; provided, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at Certificates, (3) in regard to questions arising hereunder or thereunder, as the addresses of such Owners shown on the Bond Register. Any failure to give such notice, parties hereto or any defect therein, thereto may deem necessary or desirable and which shall not, howeverin the opinion of nationally recognized bond counsel, in any way impair or materially adversely affect the validity interests of any the Owners of the Certificates; (4) to make such Supplemental Indenture.additions, deletions or modifications as may be necessary or appropriate in the opinion of bond counsel to assure the exclusion from gross income for federal income tax purposes of the interest component of Lease Payments and the interest payable with respect to the Certificates,

Amendments Permitted. (a) This Indenture Agreement and the rights and obligations of the Authority, the Trustee and City, the Owners of the Bonds hereunder Certificates and of the Trustee may be modified or amended from time to time and at any time for any lawful purposetime, by an indenture or indentures supplemental heretoamendment hereto that shall become binding when the written consents of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, which exclusive of Certificates disqualified as provided in Section 12.04 of the Authority and the Trustee may enter into without the consent of any Bondholder but Trust Agreement, shall have been filed with the prior written consent of the Company and the Bank (as long as the Bank is not in default under the Letter of Credit)Trustee; provided, however, that the consent Insurer shall be deemed the Owner of the Bank shall not be required in connection with the execution and delivery of any Supplemental Indenture Certificates then Outstanding entitled to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of Creditconsent to such modification or amendment pursuant to this Section. The foregoing to the contrary notwithstanding, no No such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, (i1) extend the maturity date stated maturities of any Bondthe Certificates, (ii) or reduce the rate of interest represented thereby, or extend the time of payment of interest, or reduce the amount of principal represented thereby, or reduce any premium payable on the prepayment thereof, (iii) extend the time of payment or change the method of computing the rate of interest thereon, without the consent of the Owner of each Bond Certificate so affected, or eliminate the Owners’ rights to tender the Bonds, or (iv) extend the due date for the purchase of Bonds tendered by the Owners thereof, or (v2) reduce the Purchase Price aforesaid percentage of such Bonds; providedOwners of Certificates whose consent is required for the execution of any amendment or modification of this Agreement, however, that no consent or (3) modify any of the Holders rights or obligations of the Bonds then Outstanding shall be required for any modification Trustee or amendment to this Indenture which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise Authority without its respective written consent thereto. (b) This Agreement and the rights and obligations of the Conversion Option. It Authority, the City and of the Owners of the Certificates may also be modified or amended at any time, by an amendment hereto that shall not be necessary for become binding upon adoption, without the consent of the Bondholders to approve the particular form Owners of any Supplemental IndentureCertificates, but it shall be sufficient if such consent shall approve only to the substance thereof. Promptly after extent permitted by law and only for any one or more of the execution by following purposes- (1) to add to the covenants and agreements of the Authority or the City contained in this Agreement other covenants and agreements thereafter to be observed or to surrender any right or power herein reserved to or conferred upon the Trustee Authority or the City, and that shall not adversely affect the interests of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at Certificates; (2) to cure, correct or supplement any ambiguous or defective provision contained in this Agreement or in regard to questions arising under this Agreement, as the addresses of such Owners shown on Authority or the Bond Register. Any failure to give such notice, City may deem necessary or any defect therein, desirable and that shall not, however, in any way impair or not adversely affect the validity interests of the Owners of the Certificates; and (3) to make such other amendments or modifications as may be in the best interests of the Owners of the Certificates. (c) No amendment without consent of the Owners may modify any such Supplemental Indentureof the rights or obligations of the Trustee without its written consent thereto.

Amendments Permitted. This Indenture Agreement and the rights and obligations of the Authority, the Trustee City and of the Owners of the Bonds hereunder may be modified or amended from time to time and at any time for any lawful purposeby a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholder but with the prior written consent without a meeting, of the Company and the Bank (as long as the Bank is not Owners of at least 60% in default under the Letter of Credit); provided, however, that the consent aggregate principal amount of the Bank shall not be required Bonds then Outstanding, exclusive of Bonds disqualified as provided in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of CreditSection 8.04. The foregoing to the contrary notwithstanding, no No such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, shall (i) extend the maturity date of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), or reduce the amount percentage of principal thereof, (iii) extend Bonds required for the amendment hereof. No such amendment may modify any of the rights or obligations of the Fiscal Agent without its written consent. This Agreement and the rights and obligations of the City and of the Owners may also be modified or amended at any time of payment or change the method of computing the rate of interest thereonby a Supplemental Agreement, without the consent of any Owners, only to the Owner extent permitted by law and only for any one or more of each Bond so affectedthe following purposes: (A) to add to the covenants and agreements of the City in this Agreement contained, other covenants and agreements thereafter to be observed, or eliminate to limit or surrender any right or power herein reserved to or conferred upon the Owners’ rights City; (B) to tender make modifications not adversely affecting any outstanding series of Bonds in any material respect, including to effectuate the Bonds, issuance of Additional Bonds in accordance with Section 5.17; (ivC) extend the due date to make such provisions for the purchase purpose of Bonds tendered by the Owners thereofcuring any ambiguity, or (v) reduce of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the Purchase Price of such Bonds; providedCity and the Fiscal Agent may deem necessary or desirable, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture and which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for adversely affect the consent rights of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at Bonds; or (D) to make such additions, deletions or modifications as may be necessary or desirable to assure compliance with Section 148 of the addresses Code relating to required rebate of such Owners shown excess investment earnings to the United States or otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest on the Bond RegisterBonds or to conform with the Regulations. Any failure to give No such notice, amendment may modify any of the rights or any defect therein, shall not, however, in any way impair or affect obligations of the validity of any such Supplemental IndentureFiscal Agent without its written consent.

Amendments Permitted. (a) This Master Indenture and the rights and obligations of the Authority, the Trustee City and of the Owners of the Improvement Area #3 Bonds hereunder may be modified or amended from time to time and at any time for any lawful purposeby a Supplemental Indenture, by an indenture except as provided below, pursuant to the affirmative vote at a meeting of Owners of the Improvement Area #3 Bonds, or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholder but with the prior written consent without a meeting, of the Company and the Bank (as long as the Bank is not in default under the Letter Owners of Credit); provided, however, that the consent at a majority of the Bank shall not be required in connection with aggregate principal amount of the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of CreditImprovement Area #3 Bonds then Outstanding. The foregoing to the contrary notwithstanding, no No such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, shall (i) extend the maturity date of any Improvement Area #3 Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Improvement Area #3 Bond, without the express consent of the Owner of such Improvement Area #3 Bond, (ii) reduce permit the amount creation by the City of principal thereofany pledge or lien upon the Pledged Revenues superior to the pledge and lien created for the benefit of the Improvement Area #3 Bonds, (iii) extend except as otherwise permitted by this Indenture, permit the creation by the City of any pledge or lien upon the Trust Estate or on a parity with the pledge and lien created for the benefit of the Improvement Area #3 Bonds (except as otherwise permitted by Applicable Laws or this Master Indenture), or (iv) reduce the percentage of Improvement Area #3 Bonds required for the amendment hereof. Any such amendment may not modify any of the rights or obligations of the Trustee without its prior written consent. This Master Indenture and the rights and obligations of the City and of the Owners may also be modified or amended at any time of payment or change the method of computing the rate of interest thereonby a Supplemental Indenture, without the consent of any Owners, only to the Owner extent permitted by law and only for any one or more of each Bond so affectedthe following purposes: (1) to add to the covenants and agreements of the City in this Master Indenture contained, other covenants and agreements thereafter to be observed, or eliminate to limit or surrender any right or power herein reserved to or conferred upon the Owners’ rights City; (2) to tender the Bonds, make modifications not adversely affecting any Outstanding Improvement Area #3 Bonds in any material respect; (iv3) extend the due date to make such provisions for the purchase purpose of Bonds tendered by the Owners thereofcuring any ambiguity, or (v) reduce of curing, correcting or supplementing any defective provision contained in this Master Indenture, or in regard to questions arising under this Master Indenture, as the Purchase Price of such Bonds; providedCity may deem necessary or desirable and not inconsistent with this Master Indenture, however, and that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for adversely affect the consent rights of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at the addresses Improvement Area #3 Bonds; and (4) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of such Owners shown interest on the Bond Register. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.Improvement Area #3

Amendments Permitted. This Indenture Trust Agreement and the rights and obligations of the AuthorityOwners and the Site Lease, the Trustee Lease and the Owners rights and obligations of the Bonds hereunder parties thereto, may be modified or amended from time to time and at any time for any lawful purpose, by an indenture or indentures a supplemental hereto, agreement which shall become effective when the Authority and the Trustee may enter into without the consent of any Bondholder but with the prior written consent of the Company and Owners of at least 51% in aggregate principal amount of the Bank (Certificates then Outstanding, exclusive of Certificates disqualified as long as provided in Section 10.3, shall have been filed with the Bank is not in default under the Letter of Credit)Trustee; provided, however, that the consent of the Bank Trustee shall not be required in connection enter into a Supplemental Trust Agreement with the execution Corporation and delivery of any the City upon the City’s entering into a Supplemental Indenture to become effective only upon delivery and acceptance by Lease Agreement with the Trustee of a Substitute Letter of CreditCorporation. The foregoing to the contrary notwithstanding, no No such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, shall (i1) extend or have the effect of extending the fixed maturity date of any Bond, (ii) reduce Certificate or reducing the amount of principal thereof, (iii) extend interest rate with respect thereto or extending the time of payment of the Interest Component, or change reducing the method amount of computing Principal Component thereof or reducing any premium payable upon the rate of interest thereonprepayment thereof, without the express consent of the Owner of each Bond so affected, or eliminate the Owners’ rights to tender the Bonds, (iv) extend the due date for the purchase of Bonds tendered by the Owners thereofsuch Certificate, or (v2) reduce or have the Purchase Price effect of such Bonds; providedreducing the percentage of Certificates required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Lease, however, that no consent or (3) modify any of the Holders rights or obligations of the Bonds then Outstanding Trustee without its written assent thereto. Any such supplemental agreement shall be required for any modification or amendment to this Indenture which is to become effective only following a mandatory tender of all Bonds for purchase as provided in connection with Section 10.2. This Trust Agreement and the exercise rights and obligations of the Conversion Option. It shall not Owners, the Lease, the Site Lease and the rights and obligations of the parties thereto, may be necessary for modified or amended at any time by a supplemental agreement, without notice to or the consent of the Bondholders to approve the particular form of any Supplemental Indenturesuch Owners, but it only to the extent permitted by law and only (1) to cure, correct or supplement any ambiguous or defective provision contained herein or therein, (2) in regard to matters arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which shall be sufficient if not materially adversely affect the interest of the Owners, (3) to satisfy the requirements of the Rating Agency, or (4) with respect to the Lease and the Site Lease, as permitted therein to permit the substitution of Project Components or the Leased Premises in accordance with the Lease and to modify the description of the site on which the Project Components are located. Any such supplemental agreement with respect t o t his T rust Agreement and the Lease shall require the unanimous consent of all parties hereto and thereto, as the case may be. Any such supplemental agreement shall approve the substance thereof. Promptly after the become effective upon execution and delivery by the Authority and parties hereto or thereto as the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at the addresses of such Owners shown on the Bond Register. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenturecase may be.

Amendments Permitted. This Indenture Agreement and the rights and obligations of the Authority, the Trustee District and of the Owners of the Bonds hereunder and Additional Bonds may be modified or amended from time to time and at any time for any lawful purposeby a Supplemental Agreement pursuant to the affirmative vote, by an indenture at a meeting of Owners, or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholder but with the prior written consent without a meeting, of the Company and the Bank Owners of at least sixty percent (as long as the Bank is not 60%) in default under the Letter of Credit); provided, however, that the consent aggregate principal amount of the Bank shall not be required Bonds and Additional Bonds then Outstanding, exclusive of Bonds and Additional Bonds disqualified as provided in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of CreditSection 9.4. The foregoing to the contrary notwithstanding, no No such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, shall (i) extend the maturity date of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the District to pay the principal of, and the interest and any premium on, any Bond, (ii) reduce the amount of principal thereof, (iii) extend the time of payment or change the method of computing the rate of interest thereon, without the express consent of the Owner of each Bond so affected, or eliminate the Owners’ rights to tender the Bonds, (iv) extend the due date for the purchase of Bonds tendered by the Owners thereofsuch Bond, or (vii) permit the creation by the District of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the Bonds and Additional Bonds (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), or (iii) reduce the Purchase Price percentage of Bonds and Additional Bonds required for the amendment hereof. Any such Bonds; provided, however, that no consent amendment may not modify any of the Holders rights or obligations of the Bonds then Outstanding shall be required for any modification or amendment Fiscal Agent without its written consent. (a) to this Indenture which is add to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise covenants and agreements of the Conversion Option. It District in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the District; (b) to make modifications not adversely affecting any Outstanding Bonds and Additional Bonds of the District in any material respect; (c) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the District and the Fiscal Agent may deem necessary or desirable and not inconsistent with this Agreement, and which shall not be necessary for adversely affect the consent rights of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at and Additional Bonds in any material respect; (d) to make such additions, deletions or modifications as may be necessary or desirable to assure the addresses exclusion from gross income for federal income tax purposes of such Owners shown interest on the Bond Register. Any failure Authority Bonds, as applicable; or (e) to give such notice, or any defect therein, shall not, however, provide for the issuance of Additional Bonds in any way impair or affect accordance with the validity provisions of any such Supplemental Indenturethis Agreement.

Amendments Permitted. (a) This Indenture and any of the rights and obligations of the Authority, the Trustee Authority and of the Owners of the Bonds hereunder and of the Trustee may be modified or amended from time to time and at any time for any lawful purpose, by an indenture or indentures supplemental heretothereto, which the Authority and the Trustee may enter into without when the consent written consents of any Bondholder but the Owners of a majority in aggregate principal amount of all Bonds then Outstanding which are affected by the amendment, shall have been filed with the prior written consent of the Company and the Bank (as long as the Bank is not in default under the Letter of Credit)Trustee; provided, however, that the consent of the Bank shall not be required in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of Credit. The foregoing to the contrary notwithstanding, no such modification or amendment shall, without the consent of the Company and the Owners of all of the Bonds then OutstandingOutstanding which would be affected thereby, shall (i) extend the fixed maturity date of any BondBonds, (ii) or reduce the amount of principal thereof, (iii) thereof or extend the time of payment payment, or change the method of computing the rate of interest thereon, or extend the time of payment of interest thereon, without the consent of the Owner of each Bond so affected, or eliminate (ii) reduce the Owners’ rights aforesaid percentage of Bonds the consent of the Owners of which is required to tender effect any such modification or amendment, or (iii) permit the Bondscreation of any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture except as permitted herein, or (iv) extend the due date for the purchase of Bonds tendered by deprive the Owners thereofof the Bonds of the lien created by this Indenture on such Revenues and other assets (except as expressly provided in this Indenture), or (v) reduce without the Purchase Price of such Bonds; provided, however, that no consent of the Holders Owners of all of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion OptionOutstanding. It shall not be necessary for the consent of the Bondholders Bond Owners to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after Consent of the execution Owners may be obtained as provided in Section 9.02 hereof. (b) In addition to any Supplemental Indenture authorized pursuant to Section 2.12 hereof, this Indenture and the rights and obligations of the Authority, of the Trustee and the Owners of the Bonds may also be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority and the Trustee may enter into without the consent of any Supplemental Bond Owners, for any one or more of the following purposes: (i) to add to the covenants and agreements of the Authority in this Indenture pursuant contained other covenants and agreements thereafter to this Section 10.01be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority, or to close the Indenture against, or provide limitations and restrictions in addition to the limitations and restrictions contained in the Indenture on, the Trustee shall mail a noticeauthentication and delivery of Additional Bonds; (ii) to make such provisions for the purpose of curing any ambiguity, setting forth inconsistency or omission, or of curing or correcting any defective provision, contained in general terms the substance of such Supplemental this Indenture, or in regard to each Rating Agency matters or questions arising under this Indenture, as the Authority may deem necessary or desirable; (iii) to modify, amend or supplement this Indenture in such manner as 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; or (iv) to modify, amend or supplement this Indenture in such manner as to cause interest on the Bonds to remain excludable from gross income under the Code. (v) to permit the Trustee to comply with any duties imposed upon it by law; (vi) to provide for the refunding or advance refunding of any Bonds, so long as such amendment is not inconsistent with Article X hereof; (vii) to evidence the appointment of a separate trustee or the succession of a new trustee hereunder; (viii) to make any amendments appropriate or necessary to provide for or facilitate the delivery of credit enhancement for any Bonds; or (ix) for any other reason, provided such modification or amendment does not, in the judgment of the Trustee, materially adversely affect the interests of the Owners of the Bonds at the addresses of such Owners shown on the Bond Register. Any failure to give such noticethen Outstanding. (c) The Trustee may in its discretion, or any defect thereinbut shall not be obligated to, shall not, however, in any way impair or affect the validity of enter into any such Supplemental IndentureIndenture authorized by subsections (a) or (b) of this Section 9.01 which materially adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. (d) Prior to the Trustee entering into any Supplemental Indenture hereunder, there shall be delivered to the Trustee an opinion of Bond Counsel stating, in substance, that such Supplemental Indenture has been adopted in compliance with the requirements of this Indenture and that the adoption of such Supplemental Indenture will not, in and of itself, adversely affect the exclusion from gross income for purposes of federal income taxes of interest on the Bonds. (e) Provision of this Section are subject to Section 9.03 hereof.

Amendments Permitted. (a) This Indenture Trust Agreement and the rights and obligations of the Authority, the Trustee and the Owners of the Bonds hereunder Obligations and the Purchase Agreement and the rights and obligations of the parties thereto, may be modified or amended from time to time and at any time for any lawful purpose, by an indenture a supplemental or indentures supplemental hereto, amending agreement which shall become effective when the Authority and the Trustee may enter into without the consent of any Bondholder but with the prior written consent of the Company and the Bank (Owners of a majority in aggregate principal amount of all Obligations then Outstanding, exclusive of Obligations disqualified as long as the Bank is not provided in default under the Letter of Credit); providedSection 8.3, however, that the consent of the Bank shall not be required in connection have been filed with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of CreditTrustee. The foregoing to the contrary notwithstanding, no No such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, shall (i1) extend or have the maturity date effect of extending the final payment of principal represented by any BondObligation or reducing the interest rate represented thereby or extending the time of payment of interest, (ii) reduce or reducing the amount of principal thereof, without the express consent of the Owner of such Obligation, or (iii2) extend reduce or have the effect of reducing the percentage of Obligations required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase Agreement, or (3) modify any of the rights or obligations of the Trustee without its written assent thereto. Any such supplemental or amending agreement shall become effective as provided in Section 8.2. (b) This Trust Agreement and the rights and obligations of the Owners of the Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, may be modified or amended at any time of payment by a supplemental or change the method of computing the rate of interest thereonamending agreement, without the consent of any such Owners, but only (1) to add to the Owner covenants and agreements of each Bond so affectedany party, other covenants to be observed, or eliminate to surrender any right or power herein reserved to the Owners’ rights to tender Trustee (for its own behalf) or the BondsCity, (iv2) extend to secure additional revenues or provide additional security or reserves for payment of the due date Obligations, (3) to comply with the requirements of any state or federal securities laws or the Trust Indenture Act of 1939, as from time to time amended, if required by law or regulation lawfully issued thereunder, (4) to provide for the purchase appointment of Bonds tendered a successor trustee pursuant to the terms hereof, (5) to preserve the exclusion of interest represented by the Owners thereof, Obligations from gross income for purposes of federal or (v) reduce State income taxes and to preserve the Purchase Price of such Bonds; provided, however, that no consent power of the Holders of City to continue to issue bonds or incur other obligations the Bonds then Outstanding shall be required for any modification or amendment to this Indenture interest on which is likewise exempt from federal and State income taxes, (6) to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for the consent of the Bondholders to approve the particular form of cure, correct or supplement any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at the addresses of such Owners shown on the Bond Register. Any failure to give such notice, ambiguous or any defect defective provision contained herein or therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.,

Amendments Permitted. This Indenture and the rights and obligations of the Authority, the Trustee and the Owners Holders of the Bonds hereunder may be modified or amended from time to time and at any time for any lawful purpose, by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholder Bondholders but with the prior written consent of the Company and the Bank (as long as the Bank is not in default under the Letter of Credit); providedCredit or a voluntary or involuntary case has not been commenced by the filing of a petition under the United States Bankruptcy Code or any other law relating to the bankruptcy, however, that the consent insolvency or reorganization of the Bank shall not be required in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of CreditBank). The foregoing to the contrary notwithstanding, no such modification or amendment shall, without the consent of the Company and the Owners Holders of all Bonds then Outstanding, (i) extend the maturity date of any Bond, (ii) reduce the amount of principal thereof, (iii) extend the time of payment or change the method of computing the rate of interest thereon, without the consent of the Owner Holder of each Bond so affected, or eliminate the Owners’ Holders' rights to tender the Bonds, (iv) extend the due date for the purchase of Bonds tendered by the Owners Holders thereof, or (v) reduce the Purchase Price of such Bonds; provided, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenturesupplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture supplemental indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenturesupplemental indenture, to each Rating Agency then rating the Bonds and to the Owners Holders of the Bonds at the addresses of such Owners address shown on the Bond Registerregistration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenturesupplemental indenture.

Amendments Permitted. This (a) The Indenture or any Supplemental Indenture and the rights and obligations of the Authority, City and of the Trustee and the Owners Holders of the Bonds hereunder may be modified or amended from time to time and at any time for by a Supplemental Indenture and pursuant to the affirmative vote at a meeting of Bondholders, or with the written consent without a meeting, (1) of the Holders of at least a majority in Principal amount of the Bonds then Outstanding, and (2) in case less than all of the several Series of Bonds then Outstanding are affected by the modification or amendment, of the Holders of at least a majority in Principal amount of the Bonds of each Series so affected and then Outstanding, and (3) in case the modification or amendment changes the terms of any lawful purposeSinking Fund Installment, by an indenture of the Holders of at least a majority in Principal amount of the Bonds of the particular Series and maturity entitled to such Sinking Fund Installment and then Outstanding; (b) The Indenture or indentures supplemental hereto, which the Authority any Supplemental Indenture and the Trustee rights and obligations of the City, the Holders of the Bonds, the Security Instrument Issuers and the Reserve Instrument Issuers may enter into also be modified or amended at any time by a Supplemental Indenture, without the consent of any Bondholder but Bondholders for any of the following purposes: (1) to add to the covenants and agreements of the City contained in the Indenture, to add other covenants and agreements thereafter to be observed, to pledge or provide additional security hereunder or to surrender any right or power herein reserved to or conferred upon the City; (2) to make such provisions for the purpose of curing any ambiguity, or of curing or correcting any defective provision contained in the Indenture or in regard to questions arising under the Indenture, as the City may deem necessary or desirable, and which shall not adversely affect the interests of the Holders of the Bonds; (3) to provide for the issuance of a Series of Bonds in accordance with the prior written consent provisions of Article II; (4) to provide for the issuance of the Company and Bonds pursuant to a book-entry system or as uncertificated registered public obligations pursuant to the Bank provisions of the Registered Public Obligations Act, Chapter 7 of Title 15 of the Utah Code Annotated 1953, as amended, or any successor provision of law or to modify or eliminate the book-entry registration system for any of the Bonds; (5) to confirm, as long further assurance, any pledge of or lien on the Revenues or any other moneys, securities or funds subject or to be subjected to the lien of this Indenture; (6) to comply with the requirements of the Trust Indenture Act of 1939, as from time to time amended; (7) to modify, alter, amend or supplement this Indenture or any Supplemental Indenture in any other respect which in the Bank judgment of the Trustee is not in default under materially adverse to the Letter Holders of Credit)the Bonds; provided, however, that any such modification, alteration, amendment or supplement pursuant to this Section 12.01(b)(7) shall not take effect until the consent Security Instrument Issuers at the time providing Security Instruments which are in full force and effect and not in default on any payment obligation thereunder shall have consented in writing to such modification, alteration, amendment or supplement; provided further that in determining whether any such modification, alteration, amendment or supplement is materially adverse to the Holders of the Bank Bonds, the Trustee shall consider the effect on the Holders as if there were no Security Instrument with respect to the Bonds; (8) to make any change which in the judgment of the Trustee shall not be required materially adversely affect the rights or interests of the Holders of any Outstanding Bonds requested by a Rating Agency in connection order to obtain or maintain any rating on the Bonds or by a Security Instrument Issuer or Reserve Instrument Issuer in order to insure or provide other security for any Bonds; (9) to make any change necessary (A) to establish or maintain the exemption from federal income taxation of interest on any Series of Bonds as a result of any modifications or amendments to Section 148 of the Code (or any successor provision of law) or interpretations thereof by the Internal Revenue Service, or (B) to comply with the execution and delivery provisions of Section 148(f) of the Code (or any successor provision of law), including provisions for the payment of all or a portion of the investment earnings of any of the Funds established hereunder to the United States of America; (10) if the Bonds affected by such change are rated by a Rating Agency, to make any change which does not result in a reduction of the rating applicable to any of the Bonds so affected, provided that if any of the Bonds so affected are secured by a Security Instrument, such change must be approved in writing by the related Security Instrument Issuer; (11) if the Bonds affected by such change are secured by a Security Instrument, to make any change approved in writing by the related Security Instrument Issuer, provided that if any of the Bonds so affected are rated by a Rating Agency, such change shall not result in a reduction of the rating applicable to any of the Bonds so affected; (12) to the extent permitted by a Supplemental Indenture authorizing a Series of Construction Bonds (or Bond Anticipation Notes), the designation of additions, improvements and extensions to become effective only upon delivery and acceptance the System as a Project by such Supplemental Indenture may be modified or amended if the City delivers to the Trustee an (a) an Accountant’s Certificate, (b) an Engineer’s Certificate or (c) any combination of a Substitute Letter of Credit. The foregoing (a) and (b) to the contrary notwithstanding, no effect that such modification or amendment shallwill not adversely impact the City’s ability to perform the covenants contained in Section 6.13; (13) to provide for the appointment of a successor Trustee, without a Paying Agent, a separate or co-trustee pursuant to Section 7.08, a Remarketing Agent or a Transfer Agent; (14) to specify a schedule of monthly deposits into the consent Renewal and Replacement Fund pursuant to Section 5.08; (15) to provide for uncertificated Bonds or for the issuance of coupons and bearer Bonds or Bonds registered only as to principal, but only to the extent that such would not adversely affect the Tax-Exempt status of the Company Bonds; (16) to provide the procedures required to permit any Holder to separate the right to receive interest on the Bonds from the right to receive principal thereof and to sell or dispose of such right as contemplated by Section 1286 of the Owners Code; and (17) to provide for the appointment or replacement of all Bonds then Outstandinga Security Instrument Issuer or a Reserve Instrument Issuer or for an additional Security Instrument Issuer or an additional Reserve Instrument Issuer following the occurrence of an event of default under the respective Security Instrument or Reserve Instrument, as applicable, or to provide for an additional Security Instrument Issuer. No modification or amendment shall be permitted pursuant to subparagraph (1), (i7), (8), (10), (11), (12) or (16) unless the City delivers to the Trustee an Opinion of Counsel of nationally recognized standing in the field of law relating to municipal bonds to the effect that such modification or amendment will not adversely affect the tax-exempt status or validity of any Bonds affected by such modification or amendment. (c) No modification or amendment permitted by this Section shall (1) extend the fixed maturity date of any Bond, (ii) or reduce the Principal amount of principal or Redemption Price thereof, (iii) or reduce the rate or extend the time of payment or change the method of computing the rate of interest thereon, without the consent of the Owner Holder of each Bond so affected, or eliminate the Owners’ rights to tender the Bonds, (iv) extend the due date for the purchase of Bonds tendered by the Owners thereof, or (v2) reduce the Purchase Price aforesaid percentage of such Bonds; providedBonds required for the affirmative vote or written consent to an amendment or modification of the Indenture, however, that no without the consent of the Holders of all of the Bonds then Outstanding Outstanding, or (3) without its written consent thereto, modify any of the rights or obligations of the Trustee. (d) Each Supplemental Indenture authorized by this Section shall become effective as of the date of its execution and delivery or such other date as shall be required for any modification or specified in such Supplemental Indenture. (e) No amendment shall be permitted pursuant to this Indenture Section 8.01 which is to become effective only following shall affect (1) the rights or duties of a mandatory tender Security Instrument Issuer or Reserve Instrument Issuer of all a Security Instrument or a Reserve Instrument as the case may be, then in full force and effect and not in default on a payment obligation, or (2) the Series of Bonds for purchase which a Security Instrument Issuer or Reserve Instrument Issuer provides security, without the consent of such Security Instrument Issuer or Reserve Instrument Issuer as the case may be. (f) Notwithstanding any provisions of the Indenture to the contrary, a Supplemental Indenture providing for the issuance by a Security Instrument Issuer of a Security Instrument in connection with a Series of Bonds issued under the exercise Indenture may provide, among other provisions, that the Security Instrument Issuer shall at all times, so long as the Series of Bonds remains Outstanding, be deemed to be the exclusive owner of all of the Conversion Option. It shall not be necessary Bonds of such Series for the consent purpose of the Bondholders consenting to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee delivery of any a Supplemental Indenture pursuant to this the provisions of Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at the addresses of such Owners shown on the Bond Register. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture8.01(a).

Amendments Permitted. (a) This Indenture Trust Agreement and the rights and obligations of the Authority, the Trustee and the Owners of the Bonds hereunder Obligations and the Purchase Agreement and the rights and obligations of the parties thereto, may be modified or amended from time to time and at any time by a supplemental or amending agreement which shall become effective when the written consent of the Owners of a majority in aggregate principa l amount of all Obligations then Outstanding, exclusive of Obligations disqualified as provided in Section 8.3, shall have been filed with the Trustee. No such modification or amendment shall (1) extend or have the effect of extending the fixed maturity of any Obligation or reducing the interest rate with respect thereto or extending the time of payment of interest, or reducing the amount of principal thereof or reducing any premium payable upon the redemption thereof, without the express consent of the Owner of such Obligation, or (2) reduce or have the effect of reducing the percentage of Obligations required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase Agreement, or (3) modify any lawful purpose, by an indenture of the rights or indentures obligations of the Trustee without its written assent thereto. Any such supplemental hereto, which the Authority or amending agreement shall become effective as provided in Section 8.2. (b) This Trust Agreement and the Trustee rights and obligations of the Owners of the Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, may enter into be modified or amended at any time by a supplemental or amending agreement, without the consent of any Bondholder such Owners, but with the prior written consent of the Company and the Bank only (as long as the Bank is not in default under the Letter of Credit); provided, however, that the consent of the Bank shall not be required in connection with the execution and delivery of any Supplemental Indenture 1) to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of Credit. The foregoing provide for additions or modifications to the contrary notwithstanding, no such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, (i) extend the maturity date of any Bond, (ii) reduce the amount of principal thereof, (iii) extend the time of payment or change the method of computing the rate of interest thereon, without the consent of the Owner of each Bond so affected, or eliminate the Owners’ rights to tender the Bonds, (iv) extend the due date for the purchase of Bonds tendered by the Owners thereof, or (v) reduce the Purchase Price of such Bonds; provided, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at the addresses of such Owners shown on the Bond Register. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.Projects,

Amendments Permitted. (a) This Master Indenture and the rights and obligations of the Authority, the Trustee City and of the Owners of the Improvement Area #3 Bonds hereunder may be modified or amended from time to time and at any time for any lawful purposeby a Supplemental Indenture, by an indenture except as provided below, pursuant to the affirmative vote at a meeting of Owners of the Improvement Area #3 Bonds, or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholder but with the prior written consent without a meeting, of the Company and the Bank (as long as the Bank is not in default under the Letter Owners of Credit); provided, however, that the consent at a majority of the Bank shall not be required in connection with aggregate principal amount of the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of CreditImprovement Area #3 Bonds then Outstanding. The foregoing to the contrary notwithstanding, no No such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, shall (i) extend the maturity date of any Improvement Area #3 Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Improvement Area #3 Bond, without the express consent of the Owner of such Improvement Area #3 Bond, or (ii) permit the creation by the City of any pledge or lien upon the Pledged Revenues superior to or on a parity with the pledge and lien created for the benefit of the Improvement Area #3 Bonds (except as otherwise permitted by Applicable Laws or this Master Indenture), or reduce the amount percentage of principal thereof, (iii) extend Improvement Area #3 Bonds required for the amendment hereof. Any such amendment may not modify any of the rights or obligations of the Trustee without its prior written consent. This Master Indenture and the rights and obligations of the City and of the Owners may also be modified or amended at any time of payment or change the method of computing the rate of interest thereonby a Supplemental Indenture, without the consent of any Owners, only to the Owner extent permitted by law and only for any one or more of each Bond so affectedthe following purposes: (1) to add to the covenants and agreements of the City in this Master Indenture contained, other covenants and agreements thereafter to be observed, or eliminate to limit or surrender any right or power herein reserved to or conferred upon the Owners’ rights City; (2) to tender the Bonds, make modifications not adversely affecting any Outstanding Improvement Area #3 Bonds in any material respect; (iv3) extend the due date to make such provisions for the purchase purpose of Bonds tendered by the Owners thereofcuring any ambiguity, or (v) reduce the Purchase Price of such Bonds; providedcuring, however, that no consent of the Holders of the Bonds then Outstanding shall be required for correcting or supplementing any modification or amendment to defective provision contained in this Indenture which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Master Indenture, but it shall be sufficient if such consent shall approve or in regard to questions arising under this Master Indenture, as the substance thereof. Promptly after the execution by the Authority City and the Trustee of any Supplemental Indenture pursuant to may deem necessary or desirable and not inconsistent with this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Master Indenture, to each Rating Agency and to that shall not adversely affect the rights of the Owners of the Bonds at the addresses Improvement Area #3 Bonds; and (4) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of such Owners shown interest on the Bond Register. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.Improvement Area #3

Amendments Permitted. This Indenture Agreement and the rights and obligations of the Authority, the Trustee Agency and of the Owners of the Bonds hereunder may be modified or amended from time to time and at any time for any lawful purposeby a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholder but with the prior written consent without a meeting, of the Company and the Bank Owners of at least sixty percent (as long as the Bank is not 60%) in default under the Letter of Credit); provided, however, that the consent aggregate principal amount of the Bank shall not be required Bonds then Outstanding, exclusive of Bonds disqualified as provided in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of CreditSection 8.04. The foregoing to the contrary notwithstanding, no No such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, shall (i) extend the maturity date of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the Agency to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the Agency of any pledge or lien upon the Assessments superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Bond Law, the Resolution of Issuance or the other laws of the State of California, and this Agreement), or reduce the amount percentage of principal thereof, Bonds required for the amendment hereof. No such amendment may modify any of the rights or increase any of the obligations of the Fiscal Agent (iiiother than pursuant to Section 8.01(D)) extend without its written consent. This Agreement and the rights and obligations of the Agency and of the Owners may also be modified or amended at any time of payment or change the method of computing the rate of interest thereonby a Supplemental Agreement, without the consent of any Owners, only to the Owner extent permitted by law and only for any one or more of each Bond so affectedthe following purposes: (A) to add to the covenants and agreements of the Agency in this Agreement contained, other covenants and agreements thereafter to be observed, or eliminate to limit or surrender any right or power herein reserved to or conferred upon the Owners’ rights Agency; (B) to tender make modifications not adversely affecting any outstanding series of Bonds in any material respect (as represented by the Bonds, Agency in an Officer’s Certificate); (ivC) extend the due date to make such provisions for the purchase purpose of Bonds tendered by the Owners thereofcuring any ambiguity, or (v) reduce of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the Purchase Price of such Bonds; providedAgency may deem necessary or desirable and not inconsistent with this Agreement, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture and which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for materially adversely affect the consent rights of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at (as represented by the addresses Agency in an Officer’s Certificate); (D) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of such Owners shown interest on the Bond Register. Any failure Bonds; or (E) in connection with the issuance or incurrence of Parity Bonds under and pursuant to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental IndentureSection 2.12.

Amendments Permitted. (a) This Indenture Trust Agreement and the rights and obligations of the Authority, the Trustee and the Owners of the Bonds hereunder Obligations and the Purchase Agreement and the rights and obligations of the parties thereto, may be modified or amended from time to time and at any time for any lawful purpose, by an indenture a supplemental or indentures supplemental hereto, amending agreement which shall become effective when the Authority and the Trustee may enter into without the consent of any Bondholder but with the prior written consent of the Company and the Bank (Owners of a majority in aggregate principal amount of all Obligations then Outstanding, exclusive of Obligations disqualified as long as the Bank is not provided in default under the Letter of Credit); providedSection 8.3, however, that the consent of the Bank shall not be required in connection have been filed with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of CreditTrustee. The foregoing to the contrary notwithstanding, no No such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, shall (i1) extend or have the maturity date effect of extending the final payment of principal represented by any BondObligation or reducing the interest rate represented thereby or extending the time of payment of interest, (ii) reduce or reducing the amount of principal thereof, without the express consent of the Owner of such Obligation, or (iii2) extend reduce or have the effect of reducing the percentage of Obligations required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase Agreement, or (3) modify any of the rights or obligations of the Trustee without its written assent thereto. Any such supplemental or amending agreement shall become effective as provided in Section 8.2. (b) This Trust Agreement and the rights and obligations of the Owners of the Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, may be modified or amended at any time of payment by a supplemental or change the method of computing the rate of interest thereonamending agreement, without the consent of any such Owners, but only (1) to provide for additions or modifications to the Owner Projects, (2) to add to the covenants and agreements of each Bond so affectedany party, other covenants to be observed, or eliminate to surrender any right or power herein reserved to the Owners’ rights to tender Trustee (for its own behalf) or the BondsCity, (iv3) extend to secure additional revenues or provide additional security or reserves for payment of the due date Obligations, (4) to comply with the requirements of any state or federal securities laws or the Trust Indenture Act of 1939, as from time to time amended, if required by law or regulation lawfully issued thereunder, (5) to provide for the purchase appointment of Bonds tendered a successor trustee pursuant to the terms hereof, (6) to preserve the exclusion of interest represented by the Owners thereofObligations from gross income for purposes of federal or State income taxes and to preserve the power of the City to continue to issue bonds or incur other obligations the interest on which is likewise exempt from federal and State income taxes, (7) to cure, correct or supplement any ambiguous or defective provision contained herein or therein, (8) with respect to rating matters or (v9) reduce in regard to questions arising hereunder or thereunder, as the Purchase Price of such Bonds; provided, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification parties hereto or amendment to this Indenture thereto may deem necessary or desirable and which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for materially adversely affect the consent interests of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at Obligations as evidenced by a Special Counsel’s Opinion delivered by the addresses of such Owners shown on City to the Bond RegisterTrustee. Any failure to give such notice, supplemental or any defect therein, amending agreement shall not, however, in any way impair become effective upon execution and delivery by the parties hereto or affect thereto as the validity of case may be. The Trustee may rely upon a Special Counsel’s Opinion as conclusive evidence that any such Supplemental Indenturesupplemental or amending agreement complies with this Article.

Amendments Permitted. This Indenture Agreement and the rights and obligations of the Authority, the Trustee City and of the Owners of the Bonds hereunder may be modified or amended from time to time and at any time for any lawful purposeby a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholder but with the prior written consent without a meeting, of the Company and the Bank (as long as the Bank is not Owners of at least 60% in default under the Letter of Credit); provided, however, that the consent aggregate principal amount of the Bank shall not be required Bonds then Outstanding, exclusive of Bonds disqualified as provided in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of CreditSection 8.04. The foregoing to the contrary notwithstanding, no No such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, shall (i) extend the maturity date of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of (including sinking payments) and the interest on any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the Reassessments superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the Resolution, the laws of the State of California or this Agreement), or reduce the amount percentage of principal thereofBonds required for the amendment hereof, (iii) extend or to amend this Section 8.01. Any such amendment may not modify any of the rights or obligations of the Fiscal Agent without its written consent. This Agreement and the rights and obligations of the City and of the Owners may also be modified or amended at any time of payment or change the method of computing the rate of interest thereonby a Supplemental Agreement, without the consent of any Owners, only to the Owner extent permitted by law and only for any one or more of each Bond so affectedthe following purposes: (A) to add to the covenants and agreements of the City in this Agreement contained, other covenants and agreements thereafter to be observed, or eliminate to limit or surrender any right or power herein reserved to or conferred upon the Owners’ rights City; (B) to tender make modifications not adversely affecting any outstanding series of Bonds of the Bonds, City in any material respect; (ivC) extend the due date to make such provisions for the purchase purpose of Bonds tendered by the Owners thereofcuring any ambiguity, or (v) reduce of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the Purchase Price of such Bonds; providedCity and the Fiscal Agent may deem necessary or desirable and not inconsistent with this Agreement, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture and which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for adversely affect the consent rights of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at the addresses Bonds; or (D) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of such Owners shown interest on the Bond Register. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental IndentureAuthority Bonds.

Amendments Permitted. This Indenture Agreement and the rights and obligations of the Authority, the Trustee District and of the Owners of the Bonds hereunder may be modified or amended from time to time and at any time for any lawful purposeby a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholder but with the prior written consent without a meeting, of the Company and the Bank Owners of at least sixty percent (as long as the Bank is not 60%) in default under the Letter of Credit); provided, however, that the consent aggregate principal amount of the Bank shall not be required Bonds then Outstanding, exclusive of Bonds disqualified as provided in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of CreditSection 8.04. The foregoing to the contrary notwithstanding, no No such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, shall (i) extend the maturity date of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the District to pay the principal of, and the interest on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the District of any pledge or lien upon the ad valorem taxes of the taxes superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Bond Law, the laws of the State of California or this Agreement), or reduce the amount percentage of principal thereof, (iii) extend Bonds required for the amendment hereof. Any such amendment may not modify any of the rights or obligations of the Paying Agent without its written consent. This Agreement and the rights and obligations of the District and of the Owners may also be modified or amended at any time of payment or change the method of computing the rate of interest thereonby a Supplemental Agreement, without the consent of any Owners, only to the Owner extent permitted by law and only for any one or more of each Bond so affectedthe following purposes: (a) to add to the covenants and agreements of the District in this Agreement contained, other covenants and agreements thereafter to be observed, or eliminate to limit or surrender any right or power herein reserved to or conferred upon the Owners’ rights District; (b) to tender make modifications not adversely affecting any outstanding series of Bonds of the Bonds, District in any material respect; (ivc) extend the due date to make such provisions for the purchase purpose of Bonds tendered by the Owners thereofcuring any ambiguity, or (v) reduce of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the Purchase Price of such Bonds; providedDistrict and the Paying Agent may deem necessary or desirable and not inconsistent with this Agreement, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture and which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for adversely affect the consent rights of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at Bonds; and (d) to make such additions, deletions or modifications as may be necessary or desirable to assure compliance with Section 148 of the addresses Code relating to required rebate of such Owners shown Excess Investment Earnings to the United States or otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest on the Bond Register. Any failure Bonds or to give such notice, or any defect therein, shall not, however, in any way impair or affect conform with the validity of any such Supplemental IndentureRegulations.

Amendments Permitted. This Indenture Agreement and the rights and obligations of the Authority, the Trustee County and of the Owners of the Bonds hereunder may be modified or amended from time to time and at any time for by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of any lawful purposeBond or reduce the interest rate thereon, by an indenture or indentures supplemental heretootherwise alter or impair the obligation of the County to pay the principal of, which the Authority and the Trustee interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the County of any pledge or lien upon the Assessments superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Formation Act, the Bond Law, the Resolution of Issuance or the other laws of the State of California, and this Agreement), or reduce the percentage of Bonds required for the amendment hereof. No such amendment may enter into modify any of the rights or increase any of the obligations of the Fiscal Agent (other than pursuant to Section 8.01(D)) without its written consent. This Agreement and the rights and obligations of the County and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Bondholder but Owners, only to the extent permitted by law and only for any one or more of the following purposes: (A) to add to the covenants and agreements of the County in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the County; (B) to make modifications not adversely affecting any outstanding series of Bonds in any material respect; (C) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the County may deem necessary or desirable and not inconsistent with this Agreement, and which shall not adversely affect the rights of the Owners of the Bonds; or (D) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the Bonds. Notwithstanding the foregoing, at any time that there is only one registered Owner of all of the Outstanding Bonds, any amendment to this Agreement shall require the prior written consent of the Company and the Bank (as long as the Bank is not in default under the Letter of Credit); providedBondowner, however, that the such consent of the Bank shall to not be required in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of Credit. The foregoing to the contrary notwithstanding, no such modification unreasonably withheld or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, (i) extend the maturity date of any Bond, (ii) reduce the amount of principal thereof, (iii) extend the time of payment or change the method of computing the rate of interest thereon, without the consent of the Owner of each Bond so affected, or eliminate the Owners’ rights to tender the Bonds, (iv) extend the due date for the purchase of Bonds tendered by the Owners thereof, or (v) reduce the Purchase Price of such Bonds; provided, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at the addresses of such Owners shown on the Bond Register. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenturedelayed.

Amendments Permitted. This Indenture Trust Agreement and the rights and obligations of the Authority, the Trustee and the Owners of the Bonds hereunder Certificates may be modified or amended from time to time and at any time for any lawful purpose, by an indenture or indentures a supplemental hereto, agreement which shall become effective when the Authority written consents of the Certificate Insurer and the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, exclusive of Certificates disqualified as provided in Section 13.04, have been filed with the Trustee. No such modification or amendment may (a) extend or have the effect of extending the fixed maturity of any Certificate or reducing the interest rate represented thereby or extending the time of payment of interest, or reducing the amount of principal represented thereby or reducing any premium payable upon the prepayment thereof, without the express consent of the Certificate Insurer and the Owner of such Certificate, or (b) reduce or have the effect of reducing the percentage of Certificates required for the affirmative vote or written consent to an amendment or modification hereof, or (c) modify any of the rights or obligations of the Trustee without its written assent thereto. Any such supplemental agreement shall become effective as provided in Section 9.02. This Trust Agreement and the rights and obligations of the Owners of the Certificates may enter into be modified or amended at any time by a supplemental agreement, without the consent of any Bondholder Certificate Owners, but with only to the prior written consent extent permitted by law and only: (a) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein reserved to the Company and Corporation or the Bank District, (as long b) to cure, correct or supplement any ambiguous or defective provision contained herein, (c) in regard to questions arising hereunder, as the Bank is not parties hereto or thereto may deem necessary or desirable and which shall not, in default under the Letter opinion of Credit); providedBond Counsel, however, that materially adversely affect the consent interests of the Bank shall not be required in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of Credit. The foregoing to the contrary notwithstanding, no such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, (i) extend the maturity date of any Bond, (ii) reduce the amount of principal thereof, (iii) extend the time of payment or change the method of computing the rate of interest thereon, without the consent of the Owner of each Bond so affected, or eliminate the Owners’ rights to tender the Bonds, (iv) extend the due date for the purchase of Bonds tendered by the Owners thereof, or (v) reduce the Purchase Price of such Bonds; provided, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at Certificates, (d) if and to the addresses extent permitted in the opinion of such Owners shown on Bond Counsel filed with the Bond Register. Any failure Trustee, the District and the Corporation, to give such noticedelete or modify any of the provisions hereof or thereof relating to the exclusion from gross income of interest represented by the Certificates for federal income tax purposes, or or (e) to conform to any defect therein, shall not, however, in any way impair or affect amendments of the validity of any such Supplemental Indenture.Lease which are permitted to be made under Section 6.6

Amendments Permitted. This Indenture Agreement and the rights and obligations of the Authority, the Trustee District and of the Owners of the Bonds hereunder may be modified or amended from time to time and at any time for any lawful purposeby a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholder but with the prior written consent without a meeting, of the Company and the Bank Owners of at least sixty percent (as long as the Bank is not 60%) in default under the Letter of Credit); provided, however, that the consent aggregate principal amount of the Bank shall not be required Bonds then Outstanding, exclusive of Bonds disqualified as provided in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of CreditSection 8.04. The foregoing to the contrary notwithstanding, no No such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, shall (i) extend the maturity date of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the District to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the District of any pledge or lien upon the Reassessments superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the Resolution of Issuance, the laws of the State of California or and this Agreement), or reduce the amount percentage of principal thereof, Bonds required for the amendment hereof. No such amendment may modify any of the rights or increase any of the obligations of the Fiscal Agent (iiiother than pursuant to Section 8.01(D)) extend without its written consent. This Agreement and the rights and obligations of the District and of the Owners may also be modified or amended at any time of payment or change the method of computing the rate of interest thereonby a Supplemental Agreement, without the consent of any Owners (except as provided in the Owner next sentence), only to the extent permitted by law and only for any one or more of each Bond so affectedthe following purposes: (A) to add to the covenants and agreements of the District in this Agreement contained, other covenants and agreements thereafter to be observed, or eliminate to limit or surrender any right or power herein reserved to or conferred upon the Owners’ rights District; (B) to tender the Bonds, make modifications not adversely affecting any outstanding series of Bonds in any material respect; (ivC) extend the due date to make such provisions for the purchase purpose of Bonds tendered by the Owners thereofcuring any ambiguity, or (v) reduce of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the Purchase Price of such Bonds; providedDistrict may deem necessary or desirable and not inconsistent with this Agreement, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture and which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for adversely affect the consent rights of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at the addresses Bonds; or (D) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of such Owners shown interest on the Bond Register. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental IndentureBonds.

Amendments Permitted. This Indenture and the rights and obligations of the Authority, of the Trustee and of the Owners Holders of the Bonds hereunder may be modified or amended amended, from time to time time, and at any time time, for any lawful purpose, by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholder Bondholders but with the prior written consent of the Company and the Bank (as long as the Bank is not in default under the Letter of Credit); provided, however, that the consent of the Bank shall not be required in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of Credit. The foregoing to the contrary notwithstanding, no such modification or amendment shall, without the written consent of the Company and the Owners holders of all Bonds then Outstanding, : (i) extend the maturity date of any Bond, ; (ii) reduce the amount of principal thereof, ; (iii) extend the time of payment or change the method of computing the rate of interest thereon, without the consent of the Owner Holder of each Bond so affected, or eliminate the Owners’ Holders' rights to tender the Bonds, ; (iv) extend the due date for the purchase of Bonds tendered by the Owners Holders thereof, ; or (v) reduce the Purchase Price purchase price of such Bonds; provided, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency rating agency then rating the Bonds and to the Owners Holders of the Bonds at the addresses of such Owners address shown on the Bond Registerregistration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.

Amendments Permitted. This Indenture Agreement and the rights and obligations of the Authority, the Trustee District and of the Owners of the Bonds hereunder may be modified or amended from time to time and at any time for any lawful purposeby a Supplemental Agreement pursuant to the affirmative vote, by an indenture at a meeting of Owners, or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholder but with the prior written consent without a meeting, of the Company and the Bank Owners of at least sixty percent (as long as the Bank is not 60%) in default under the Letter of Credit); provided, however, that the consent aggregate principal amount of the Bank shall not be required Bonds then Outstanding, exclusive of Bonds disqualified as provided in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of CreditSection 9.4 hereof. The foregoing to the contrary notwithstanding, no No such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, shall (i) extend the maturity date of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the District to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) reduce permit the amount creation by the District of principal thereofany pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), or (iii) extend reduce the percentage of Bonds required for the amendment hereof. Any such amendment may not modify any of the rights or obligations of the Fiscal Agent without its written consent. This Agreement and the rights and obligations of the District and of the Owners may also be modified or amended at any time of payment or change the method of computing the rate of interest thereonby a Supplemental Agreement, without the consent of any Owners, only to the Owner extent permitted by law and only for anyone or more of each Bond so affectedthe following purposes: (a) to add to the covenants and agreements of the District in this Agreement contained, other covenants and agreements thereafter to be observed, or eliminate to limit or surrender any right or power herein reserved to or conferred upon the Owners’ rights District; (b) to tender make modifications not adversely affecting any Outstanding Bonds of the Bonds, District in any material respect; (ivc) extend the due date to make such provisions for the purchase purpose of Bonds tendered by the Owners thereofcuring any ambiguity, inconsistency or omission of curing, correcting or supplementing any defective provision contained in this Agreement, or (v) reduce in regard to questions arising under this Agreement, as the Purchase Price of such Bonds; providedDistrict and the Fiscal Agent may deem necessary or desirable and not inconsistent with this Agreement, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture and which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for adversely affect the consent rights of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at in any material respect; (d) to make such additions, deletions or modifications as may be necessary or desirable to assure the addresses exclusion from gross income for federal income tax purposes of such Owners shown interest on the Bond Register. Any failure Bonds; or (e) to give such notice, or any defect therein, shall not, however, provide for the issuance of Additional Bonds in any way impair or affect accordance with the validity provisions of any such Supplemental Indenturethis Agreement.

Amendments Permitted. This Indenture Indenture, with respect to the rights and obligations of the Owners of the Certificates, and the Lease and the rights and obligations of the Authorityparties thereto, the Trustee and the Owners of the Bonds hereunder may be modified or amended from time to time and at any time by a supplemental agreement which will become effective when the written consents of the Owners of sixty percent (60%) in aggregate principal amount of the Certificates then Outstanding, will have been filed with the Trustee. No such modification or amendment will (a) extend or have the effect of extending the fixed maturity of the Certificates or reducing the interest rate with respect thereto or extending the time of payment of interest, or reducing the amount of principal thereof or reducing any premium payable upon the redemption thereof, without the express consent of the Owner of such Certificates, (b) reduce or have the effect of reducing the percentage of the Certificates required for the affirmative vote or written consent to an amendment or modification of the Lease, or (c) modify any lawful purposeof the rights or obligations of the Trustee without its prior written assent thereto. Any such supplemental agreement will become effective as provided in Section 10.02. This Indenture with respect to the rights and obligations of the Owners of the Certificates, by an indenture or indentures supplemental hereto, which the Authority and the Trustee Lease and the rights and obligations of the parties thereto, may enter into be modified or amended at any time by a supplemental agreement, without the consent of any Bondholder such Owners, but only to the extent permitted by law, and only (a) to cure, correct or supplement any ambiguous or defective provision contained herein or therein in a manner not inconsistent with the prior written consent terms hereof or thereof or (b) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which will not adversely affect the interest of the Company and the Bank (as long as the Bank is not in default under the Letter Owners of Credit); provided, however, that the consent of the Bank shall not be required in connection with the such Certificates. Any such supplemental agreement will become effective upon execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of Credit. The foregoing to parties hereto or thereto as the contrary notwithstanding, no such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, (i) extend the maturity date of any Bond, (ii) reduce the amount of principal thereof, (iii) extend the time of payment or change the method of computing the rate of interest thereon, without the consent of the Owner of each Bond so affected, or eliminate the Owners’ rights to tender the Bonds, (iv) extend the due date for the purchase of Bonds tendered by the Owners thereof, or (v) reduce the Purchase Price of such Bonds; provided, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at the addresses of such Owners shown on the Bond Register. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenturecase may be.

Amendments Permitted. (a) This Indenture and any of the rights and obligations of the Authority, the Trustee Authority and of the Owners of the Bonds hereunder and of the Trustee may be modified or amended from time to time and at any time for any lawful purpose, by an indenture or indentures supplemental heretothereto, which the Authority and the Trustee may enter into without when the consent written consents of any Bondholder but the Owners of a majority in aggregate principal amount of all Bonds then Outstanding which are affected by the amendment, shall have been filed with the prior written consent of the Company and the Bank (as long as the Bank is not in default under the Letter of Credit)Trustee; provided, however, that the consent of the Bank shall not be required in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of Credit. The foregoing to the contrary notwithstanding, no such modification or amendment shall, without the consent of the Company and the Owners of all of the Bonds then OutstandingOutstanding which would be affected thereby, shall (i) extend the fixed maturity date of any BondBonds, (ii) or reduce the amount of principal thereof, (iii) thereof or extend the time of payment payment, or change the method of computing the rate of interest thereon, or extend the time of payment of interest thereon, without the consent of the Owner of each Bond so affected, or eliminate (ii) reduce the Owners’ rights aforesaid percentage of Bonds the consent of the Owners of which is required to tender effect any such modification or amendment, or (iii) permit the Bondscreation of any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture except as permitted herein, or (iv) extend the due date for the purchase of Bonds tendered by deprive the Owners thereofof the Bonds of the lien created by this Indenture on such Revenues and other assets (except as expressly provided in this Indenture), or (v) reduce without the Purchase Price of such Bonds; provided, however, that no consent of the Holders Owners of all of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion OptionOutstanding. It shall not be necessary for the consent of the Bondholders Bond Owners to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after Consent of the execution Owners may be obtained as provided in Section 9.02 hereof. (b) In addition to any Supplemental Indenture authorized pursuant to Section 2.10 hereof, this Indenture and the rights and obligations of the Authority, of the Trustee and the Owners of the Bonds may also be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority and the Trustee may enter into without the consent of any Supplemental Bond Owners, for any one or more of the following purposes: (i) to add to the covenants and agreements of the Authority in this Indenture pursuant contained other covenants and agreements thereafter to this Section 10.01be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority, or to close the Indenture against, or provide limitations and restrictions in addition to the limitations and restrictions contained in the Indenture on, the Trustee shall mail a noticeauthentication and delivery of Additional Bonds; (ii) to make such provisions for the purpose of curing any ambiguity, setting forth inconsistency or omission, or of curing or correcting any defective provision, contained in general terms the substance of such Supplemental this Indenture, or in regard to each Rating Agency matters or questions arising under this Indenture, as the Authority may deem necessary or desirable; (iii) to modify, amend or supplement this Indenture in such manner as 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; or (iv) to modify, amend or supplement this Indenture in such manner as to cause interest on the Bonds to remain excludable from gross income under the Code. (v) to permit the Trustee to comply with any duties imposed upon it by law; (vi) to provide for the refunding or advance refunding of any Bonds, so long as such amendment is not inconsistent with Article X hereof; (vii) to evidence the appointment of a separate trustee or the succession of a new trustee hereunder; (viii) to make any amendments appropriate or necessary to provide for or facilitate the delivery of credit enhancement for any Bonds; or (ix) for any other reason, provided such modification or amendment does not, in the judgment of the Trustee, materially adversely affect the interests of the Owners of the Bonds at the addresses of such Owners shown on the Bond Register. Any failure to give such noticethen Outstanding. (c) The Trustee may in its discretion, or any defect thereinbut shall not be obligated to, shall not, however, in any way impair or affect the validity of enter into any such Supplemental IndentureIndenture authorized by subsections (a) or (b) of this Section 9.01 which materially adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. (d) Prior to the Trustee entering into any Supplemental Indenture hereunder, there shall be delivered to the Trustee an opinion of Bond Counsel stating, in substance, that such Supplemental Indenture has been adopted in compliance with the requirements of this Indenture and that the adoption of such Supplemental Indenture will not, in and of itself, adversely affect the exclusion from gross income for purposes of federal income taxes of interest on the Bonds. (e) Provision of this Section are subject to Section 9.03 hereof.