Common use of Powers of Amendment Clause in Contracts

Powers of Amendment. Except as provided in Section 9.01 hereof, any modification or amendment hereof and of the rights and obligations of the Corporation and of the Holders of the Bonds hereunder, in any particular, may be made by a Supplemental Indenture, with the written consent given as hereinafter provided in Section 10.02 hereof, (i) of the Holders of at least a majority in principal amount of the Bonds Outstanding at the time such consent is given, or (ii) 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 Outstanding at the time such consent is given; provided, however, that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any specified like Series, maturity and tenor remain Outstanding, the consent of the Holders of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section. No such modification or amendment shall permit a change in the amount or date of any Sinking Fund Installment, the terms of redemption or maturity of the principal of any Outstanding Bond or of any installment of interest thereon or a reduction in the principal amount or the Redemption Price thereof or in the rate of interest thereon without the consent of the Holder of such Bond, or shall reduce the percentages or otherwise affect the classes of Bonds the consent of the Holders of which is required to effect any such modification or amendment. For the purposes of this Section, a Series shall be deemed to be affected by a modification or amendment hereof if the same adversely affects or diminishes the rights of the Holders of Bonds of such Series in any material respect. The Trustee may in its discretion determine whether or not, in accordance with the foregoing provisions, the Bonds of any particular Series or maturity would be affected by any modification or amendment hereof and any such determination shall be binding and conclusive on the Corporation and all Holders of Bonds. The Trustee may receive an opinion of counsel, including an opinion of Transaction Counsel, as conclusive evidence as to whether the Bonds of any particular Series or maturity would be so affected by any such modification or amendment hereof.

Powers of Amendment. Except as provided in Section 9.01 hereof, any Any modification or amendment hereof amendments of this Indenture and of the rights and obligations of the Corporation Authority and of the Holders Owners of the Bonds hereunder, in any particularBonds, may be made by a Supplemental Indenture, with with, except as provided in Section 9.1 hereof, the written consent given as hereinafter provided in Section 10.02 hereof10.2, (i) of the Holders Owners of at least a majority two-thirds in principal amount Principal Amount of the Bonds Outstanding at the time such consent is given, or (ii) 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 Outstanding outstanding at the time such consent is given; provided, however, that if any such modification or amendment will, by its terms, not take effect so long as any series of Bonds of any specified like Series, maturity and tenor remain Outstanding, the consent of the Holders Owners of such series of Bonds and maturity shall not be required and such series of Bonds shall not be deemed to be Outstanding for the purpose of any calculation of the Principal Amount of Outstanding Bonds under this Section. In the event that the Supplemental Indenture shall contain provisions which affect the rights and interests of one series of Bonds (but not the others), then the Owners of not less than two-thirds of the Principal Amount of the series of Bonds which are affected by such changes shall have the right from time to time to consent to and approve the execution by the Authority of any Supplemental Indenture deemed necessary or desirable by the Authority for the purposes of modifying, altering, amending, supplementing or rescinding, in any particular, any of the terms or provisions contained in the Indenture and affecting only the Bonds of such series; provided, however, unless approved by the Owners of all the Bonds of all the affected series then Outstanding, nothing herein shall permit or be construed as permitting such items as further provided in this Section 10.1. No such modification or amendment shall permit a change in the amount or date of any Sinking Fund Installment, the terms of redemption or maturity of the principal of any Outstanding Bond or of any installment of interest thereon or a reduction in the principal amount Principal Amount or the Redemption Price thereof or in the rate of interest thereon without the consent of the Holder Owner of such Bond, or shall reduce the percentages or otherwise affect the classes of Bonds the consent of the Holders Owners of which is required to effect any such modification or amendment. For the purposes of this Section, a Series shall be deemed to be affected by a modification or amendment hereof if the same adversely affects or diminishes the rights of the Holders of Bonds of such Series in any material respect. The Trustee may in its discretion determine whether or not, not in accordance with the foregoing provisions, the provisions Bonds of any particular Series or maturity would be affected by any modification or amendment hereof of this Indenture and any such determination shall be binding and conclusive on the Corporation Authority and all Holders Owners of Bonds. The Trustee may receive an opinion of counsel, including an opinion of Transaction a Counsel’s Opinion, as conclusive evidence as to whether the Bonds of any particular Series or maturity of such series would be so affected by any such modification or amendment hereofof this Indenture.

Powers of Amendment. Except as provided in Section 9.01 hereof, any Any modification or amendment hereof of this Trust Agreement and of the rights and obligations of the Corporation Authority and of the Holders Owners of the Sales Tax Bonds hereunder, in any particular, and coupons thereunder may be made by a Supplemental IndentureTrust Agreement, with the written consent given as hereinafter provided in Section 10.02 hereof903, (i) of the Holders Owners of at least a majority in principal amount of the Senior Sales Tax Bonds Outstanding or, if no Senior Sales Tax Bonds are Outstanding, at least a majority in principal amount of the Subordinated Sales Tax Bonds Outstanding at the time such consent is given, or and (ii) in case less than all of the several Series Senior Sales Tax Bonds, or if no Senior Sales Tax Bonds are Outstanding, less than all of Bonds the Subordinated Sales Tax Bonds, then Outstanding are affected by the modification or amendment, of the Holders Owners of at least a majority in principal amount of the Senior Sales Tax Bonds, or if no Senior Sales Tax Bonds are Outstanding, Subordinated Sales Tax Bonds, of each Series so affected and Outstanding at the time such consent is given; provided, however, that if such modification or amendment will, by its terms, not take effect so long as any Sales Tax Bonds of any specified like Series, maturity and tenor remain Outstanding, the consent of the Holders Owners of such Sales Tax Bonds shall not be required and such Sales Tax Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Sales Tax Bonds under this Section. No such modification or amendment shall permit a change in the amount or date of any Sinking Fund Installment, the terms of redemption or maturity of the principal of any Outstanding Senior Sales Tax Bond or any Outstanding Subordinated Sales Tax Bond or of any installment of interest thereon or a reduction in the principal amount amount, Accreted Value or the Redemption Price thereof or in the rate of interest thereon without the consent of the Holder Owner of such Sales Tax Bond, or shall reduce the percentages or otherwise affect the classes of Sales Tax Bonds the consent of the Holders Owners of which is required to effect any such modification or amendment, or shall change or modify any of the rights or obligations of any Fiduciary without its written assent thereto. For the purposes of this Section, a Series shall be deemed to be affected by a modification or amendment hereof of this Trust Agreement if the same adversely affects or diminishes the rights of the Holders Owners of Sales Tax Bonds of such Series in any material respectSeries. The Trustee may in its discretion determine whether or not, not in accordance with the foregoing provisionspowers of amendment, the Sales Tax Bonds of any particular Series or maturity would be affected by any modification or amendment hereof and any of this Trust Agreement. Any such determination may be based upon the written advice of Bond Counsel, if so requested by the Trustee, and shall be binding and conclusive on the Corporation Authority and all Holders Owners of Sales Tax Bonds. The Trustee For purposes of this Section, the Owners of the Sales Tax Bonds may receive an opinion include the initial holders thereof, regardless of counsel, including an opinion of Transaction Counsel, as conclusive evidence as to whether the such Sales Tax Bonds of any particular Series or maturity would be so affected by any such modification or amendment hereofare being held for immediate resale.

Powers of Amendment. Except as provided in Section 9.01 hereof, any Any modification or amendment hereof amendments of this Indenture and of the rights and obligations of the Corporation Authority and of the Holders Owners of the Bonds hereunder, in any particularBonds, may be made by a Supplemental Indenture, with with, except as provided in Section 9.1 hereof, the written consent given as hereinafter provided in Section 10.02 hereof10.2, of the Owners of (i) of the Holders of at least a majority two-thirds in principal amount Principal Amount of the Bonds Outstanding outstanding at the time such consent is given, or ; and (ii) at least two-thirds in case less than all Principal Amount of the several Series of A 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 Outstanding at the time such consent is given; provided, however, that if any such modification or amendment will, by its terms, not take effect so long as any series of Bonds of any specified like Series, maturity and tenor remain Outstanding, the consent of the Holders Owners of such series of Bonds and maturity shall not be required and such series of Bonds shall not be deemed to be Outstanding for the purpose of any calculation of the Principal Amount of Outstanding Bonds under this Section. In the event that the Supplemental Indenture shall contain provisions which affect the rights and interests of one series of Bonds (but not the others), then the Owners of not less than two-thirds of the Principal Amount of the series of Bonds which are affected by such changes shall have the right from time to time to consent to and approve the execution by the Authority of any Supplemental Indenture deemed necessary or desirable by the Authority for the purposes of modifying, altering, amending, supplementing or rescinding, in any particular, any of the terms or provisions contained in the Indenture and affecting only the Bonds of such series; provided, however, unless approved by the Owners of all the Bonds of all the affected series then Outstanding, nothing herein shall permit or be construed as permitting such items as further provided in this Section 10.1. No such modification or amendment shall permit a change in the amount or date of any Sinking Fund Installment, the terms of redemption or maturity of the principal of any Outstanding Bond or of any installment of interest thereon or a reduction in the principal amount Principal Amount or the Redemption Price thereof or in the rate of interest thereon without the consent of the Holder Owner of such Bond, or shall reduce the percentages or otherwise affect the classes of Bonds the consent of the Holders Owners of which is required to effect any such modification or amendment. For the purposes of this Section, a Series shall be deemed to be affected by a modification or amendment hereof if the same adversely affects or diminishes the rights of the Holders of Bonds of such Series in any material respect. The Trustee may in its discretion determine whether or not, not in accordance with the foregoing provisions, the provisions Bonds of any particular Series or maturity would be affected by any modification or amendment hereof of this Indenture and any such determination shall be binding and conclusive on the Corporation Authority and all Holders Owners of Bonds. The Trustee may receive an opinion of counsel, including an opinion of Transaction a Counsel’s Opinion, as conclusive evidence as to whether the Bonds of any particular Series or maturity of such series would be so affected by any such modification or amendment hereofof this Indenture.

Powers of Amendment. Except This Trust Agreement and the rights and obligations provided may be modified or amended at any time by a Supplemental Trust Agreement, entered into among the Trustee, the Authority and the City, but without the consent of any Bondowners, but only (a) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision in this Trust Agreement, (b) to insert such provisions clarifying matters or questions arising hereunder as are necessary or desirable and are not contrary to or inconsistent herewith as theretofore in effect, or (c) to provide for the authorization, execution and delivery of Parity Obligations in accordance with Section 3.16 of this Trust Agreement; provided that no such amendment shall be, in Section 9.01 hereofthe opinion of Bond Counsel which may be supported by a certificate of an independent financial consultant, any adverse to the rights of the Bondowners. Any other modification or amendment hereof and of the rights and obligations of the Corporation and Trustee or of the Holders Owners of the Bonds hereunder, in any particular, may be made by a Supplemental IndentureTrust Agreement, entered into among the Trustee, the Authority and the City with the written consent consent, given as hereinafter provided in Section 10.02 hereof7.3, (i) of the Holders Owners of at least a majority in principal amount of the Bonds Outstanding at the time such consent is given, or (ii) 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 Outstanding at the time such consent is given; provided, however, that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any specified like Series, maturity and tenor remain Outstanding, the consent of the Holders of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section. No such modification or amendment shall permit a change in the amount or date of any Sinking Fund Installment, the terms of redemption or maturity of the principal of with respect to any Outstanding Bond Bonds or of any installment of interest thereon with respect thereto or a reduction in the principal amount or the Redemption Price thereof redemption price with respect thereto or in the rate of interest thereon with respect thereto or which will have an adverse effect on the security interest of the Owner without the consent of the Holder Owner of such Bond, or shall reduce the percentages or otherwise affect the classes of Bonds the consent of the Holders Owners of which is required to effect any such modification or amendment. For the purposes , or shall change or modify any of this Section, a Series shall be deemed to be affected by a modification or amendment hereof if the same adversely affects or diminishes the rights or obligations of the Holders Trustee without the written assent of Bonds of such Series in any material respectthe Trustee. The Trustee may in its discretion determine whether or not, in accordance with the foregoing provisionspowers of amendment, the Bonds of any particular Series or maturity would be affected by any modification or amendment hereof hereof, and any such determination shall be binding and conclusive on the Corporation Authority, the City and all Holders Owners of Bonds. The Trustee may receive shall be provided an opinion of counselcounsel that any such Supplemental Trust Agreement entered into by the Authority, including an opinion the City and the Trustee complies with the provisions of Transaction Counsel, as conclusive evidence as this Section 7.2 and the Trustee may conclusively rely upon such opinion. The Authority shall be provided with a full original transcript of all proceedings relating to whether the Bonds execution of any particular Series amendatory or maturity would be so affected by any such modification Supplemental Trust Agreement or amendment hereofLease Agreement.

Powers of Amendment. Except as provided in Section 9.01 hereof, any Any modification or amendment hereof of this Trust Agreement and of the rights and obligations of the Corporation Authority and of the Holders Owners of the Assessment Bonds hereunder, in any particular, hereunder may be made by a Supplemental IndentureAgreement, with the written consent given as hereinafter provided in Section 10.02 hereof903, (i) of the Holders Owners of at least a majority in principal amount of the Assessment Bonds Outstanding at the time such consent is given, or and (ii) in case less than all of the several Series of Assessment Bonds then Outstanding are affected by the modification or amendment, of the Holders Owners of at least a majority in aggregate principal amount of the Assessment Bonds of each the several Series so affected and Outstanding at the time such consent is given; provided, however, that if such modification or amendment will, by its terms, not take effect so long as any Assessment Bonds of any specified like Series, Series and maturity and tenor remain Outstanding, the consent of the Holders Owners of such Assessment Bonds shall not be required and such Assessment Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Assessment Bonds under this Section. No such modification or amendment shall permit a change in the amount or date of any Sinking Fund Installment, the terms of redemption or maturity of the principal of any Outstanding Assessment Bond or of any installment of interest thereon or a reduction in the principal amount amount, Accreted Value or the Redemption Price thereof or in the rate of interest thereon without the consent of the Holder Owner of such Assessment Bond, or shall reduce the percentages or otherwise affect the classes of Assessment Bonds the consent of the Holders Owners of which is required to effect any such modification or amendment, or shall change or modify any of the rights or obligations of any Fiduciary without its written assent thereto. For the purposes of this Section, a Series shall be deemed to be affected by a modification or amendment hereof of this Trust Agreement if the same adversely affects or diminishes the rights of the Holders Owners of Assessment Bonds of such Series in any material respectSeries. The Trustee may in its discretion determine whether or not, not in accordance with the foregoing provisionspowers of amendment, the Assessment Bonds of any particular Series or maturity would be affected by any modification or amendment hereof and any of this Trust Agreement. Any such determination may be based upon the written advice of Bond Counsel, if so requested by the Trustee, and shall be binding and conclusive on the Corporation Authority and all Holders Owners of Assessment Bonds. The Trustee For purposes of this Section, the Owners of the Assessment Bonds may receive an opinion include the initial holders thereof, regardless of counsel, including an opinion of Transaction Counsel, as conclusive evidence as to whether the such Assessment Bonds of any particular Series or maturity would be so affected by any such modification or amendment hereofare being held for immediate resale.

Powers of Amendment. Except as provided in Section 9.01 hereof, any Any modification or amendment hereof and of the rights and obligations of the Corporation and of the Holders of the Bonds hereunder, in any particular, may be made by a Supplemental Indenture, with the written consent given as hereinafter provided in Section 10.02 hereof, (i) of the Holders of at least a majority in principal amount of the Bonds Outstanding at the time such consent is given, or (ii) 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 Outstanding at the time such consent is given, or (iii) in case the modification or amendment changes the amount or date of any Sinking Fund Installment, of the Holders of at least a majority in principal amount of the Bonds of the particular Series, maturity and interest rate entitled to such Sinking Fund Installment, Outstanding at the time such consent is given; provided, however, that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any specified like Series, maturity and tenor remain Outstanding, the consent of the Holders of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section. No such modification or amendment shall permit a change in the amount or date of any Sinking Fund Installment, the terms of redemption or maturity of the principal of any Outstanding Bond or of any installment of interest thereon or a reduction in the principal amount or the Redemption Price thereof or in the rate of interest thereon without the consent of the Holder of such Bond, or shall reduce the percentages or otherwise affect the classes of Bonds the consent of the Holders of which is required to effect any such modification or amendment. For the purposes of this Section, a Series shall be deemed to be affected by a modification or amendment hereof if the same adversely affects or diminishes the rights of the Holders of Bonds of such Series in any material respect. The Trustee may in its discretion determine whether or not, in accordance with the foregoing provisions, the Bonds of any particular Series or maturity would be affected by any modification or amendment hereof and any such determination shall be binding and conclusive on the Corporation and all Holders of Bonds. The Trustee may receive an opinion of counsel, including an opinion of Transaction Bond Counsel, as conclusive evidence as to whether the Bonds of any particular Series or maturity would be so affected by any such modification or amendment hereof.

Powers of Amendment. Except as provided in Section 9.01 hereof, any Any modification or amendment hereof and of the rights and obligations of the Corporation and of the Holders of the Bonds hereunder, in any particular, may be made by a Supplemental Indenture, with the written consent given as hereinafter provided in Section 10.02 hereof, (i) of the Holders of at least a majority in principal amount of the Bonds Outstanding at the time such consent is given, or (ii) 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 Outstanding at the time such consent is givenven, exclusive of tfuThded Bonds; provided, however, that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any specified like Series, maturity and tenor remain Outstanding, the consent of the Holders of such Bonds shall not be required r uired and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section. No such modification or amendment shall permit a change in the amount or date of any Sinking Fund InstallmenttfuThd Instalhnent, the terms of redemption or maturity of the principal of any Outstanding Bond or of any installment of interest thereon or a reduction in the principal amount or the Redemption Price thereof or in the rate of interest thereon without the consent of the Holder of such Bond, or shall reduce the percentages or otherwise affect the classes of Bonds the consent of the Holders of which is required to effect any such modification or amendment. For tfor the purposes of this SectionSectioTh, a Series shall be deemed to be affected by a modification or amendment hereof if the same adversely affects or diminishes the rights of the Holders of Bonds of such Series in any material respect. The Trustee may in its discretion determine whether or not, in accordance with the foregoing provisions, the Bonds of any particular Series or maturity would be affected by any modification or amendment hereof and any such determination shall be binding and conclusive on the Corporation and all Holders of Bonds. The Trustee may receive an opinion of counsel, including an opinion of Transaction Bond Counsel, as conclusive evidence as to whether the Bonds of any particular Series or maturity would be so affected by any such modification or amendment hereof.

Powers of Amendment. Except as provided in Section 9.01 hereof, any Any modification or amendment hereof amendments of this Indenture and of the rights and obligations of the Corporation Authority and of the Holders Owners of the Bonds hereunder, in any particularBonds, may be made by a Supplemental Indenture, with with, except as provided in Section 9.1 hereof, the written consent given as hereinafter provided in Section 10.02 hereof10.2, of the Owners of (i) of the Holders of at least a majority two-thirds in principal amount Principal Amount of the Bonds Outstanding outstanding at the time such consent is given, or ; and (ii) 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 two-thirds in principal amount Principal Amount of the Bonds of each Series so affected and Outstanding at the time such consent is given; provided, however, that if any such modification or amendment will, by its terms, not take effect so long as any series of Bonds of any specified like Series, maturity and tenor remain Outstanding, the consent of the Holders Owners of such series of Bonds and maturity shall not be required and such series of Bonds shall not be deemed to be Outstanding for the purpose of any calculation of the Principal Amount of Outstanding Bonds under this Section. In the event that the Supplemental Indenture shall contain provisions which affect the rights and interests of one series of Bonds (but not the others), then the Owners of not less than two-thirds of the Principal Amount of the series of Bonds which are affected by such changes shall have the right from time to time to consent to and approve the execution by the Authority of any Supplemental Indenture deemed necessary or desirable by the Authority for the purposes of modifying, altering, amending, supplementing or rescinding, in any particular, any of the terms or provisions contained in the Indenture and affecting only the Bonds of such series; provided, however, unless approved by the Owners of all the Bonds of all the affected series then Outstanding, nothing herein shall permit or be construed as permitting such items as further provided in this Section 10.1. No such modification or amendment shall permit a change in the amount or date of any Sinking Fund Installment, the terms of redemption or maturity of the principal of any Outstanding Bond or of any installment of interest thereon or a reduction in the principal amount Principal Amount or the Redemption Price thereof or in the rate of interest thereon without the consent of the Holder Owner of such Bond, or shall reduce the percentages or otherwise affect the classes of Bonds the consent of the Holders Owners of which is required to effect any such modification or amendment. For the purposes of this Section, a Series shall be deemed to be affected by a modification or amendment hereof if the same adversely affects or diminishes the rights of the Holders of Bonds of such Series in any material respect. The Trustee may in its discretion determine whether or not, not in accordance with the foregoing provisions, the provisions Bonds of any particular Series or maturity would be affected by any modification or amendment hereof of this Indenture and any such determination shall be binding and conclusive on the Corporation Authority and all Holders Owners of Bonds. The Trustee may receive an opinion of counsel, including an opinion of Transaction a Counsel’s Opinion, as conclusive evidence as to whether the Bonds of any particular Series or maturity of such series would be so affected by any such modification or amendment hereofof this Indenture.

Powers of Amendment. Except as provided for Supplemental Indentures described in Section 9.01 hereof1001, any modification or amendment hereof of this Indenture and of the rights and obligations of the Corporation SANDAG and of the Holders Owners of the Bonds hereunder, in any particular, may be made by a Supplemental Indenture, Indenture with the written consent given as hereinafter provided in Section 10.02 hereof, 1103 hereof (i) of the Holders Owners of at least a majority in principal amount of the Bonds Outstanding at the time such consent is given, or and (ii) in case less than all of the several Series of Bonds then Outstanding outstanding are affected by the modification or amendment, of the Holders Owners of at least a majority in principal amount of the Bonds of each Series so affected and Outstanding at the time such consent is given; provided, however, that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any specified like Series, Series and maturity and tenor remain Outstanding, the consent of the Holders Owners of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section. No such modification or amendment shall permit a change in the amount or date of any Sinking Fund Installment, the terms of redemption or maturity of the principal of any Outstanding Bond Bonds, or of any installment of interest thereon or a reduction in the principal amount or the Redemption Price thereof or in the rate of interest thereon without the consent of the Holder Owner of such Bond, or shall reduce the percentages or otherwise affect the classes of Bonds the consent of the Holders Owners of which is required to effect any such modification or amendment, or shall change or modify any of the rights or obligations of the Trustee without its written assent thereto. For the purposes of this Section, a Series shall be deemed to be affected by a modification or amendment hereof of this Indenture if the same adversely affects or diminishes the rights of the Holders Owners of Bonds of such Series in any material respectSeries. The Trustee may in its discretion determine conclusively rely upon an opinion of Bond Counsel or a Counsel’s Opinion as to whether or not, in accordance with not the foregoing provisions, rights of the Owners of Bonds of any particular Series or maturity would be adversely affected or diminished by any such modification or amendment hereof amendment, and any such its determination shall be binding and conclusive on the Corporation SANDAG and all Holders Owners of the Bonds. The Trustee may receive an opinion of counsel, including an opinion of Transaction Counsel, as conclusive evidence as to whether the Bonds of any particular Series or maturity would be so affected by any such modification or amendment hereof.

Powers of Amendment. Except as provided in Section 9.01 9.1 hereof, any modification or amendment hereof and of the rights and obligations of the Corporation and of the Holders of the Bonds hereunder, in any particular, or of this Trust Agreement may be made by a Supplemental Indenture, Trust Agreement with the written consent given as hereinafter provided in Section 10.02 hereof, 10.2 hereof (i) of the Holders Registered Owners of at least a majority in the principal amount of the all Senior Bonds Outstanding Outstanding, or if no Senior Bonds are Outstanding, all Subordinate Bonds Outstanding, at the time such consent is given, or (ii) in case less than all of the several Series of Bonds then Outstanding are affected by the modification or amendment, of the Holders Registered Owners of at least a majority in principal amount of each class by lien and priority of the Bonds of each Series so affected and Outstanding at the time such consent is given; , and (iii) in case the modification or amendment changes the amount or date of any Sinking Fund Payment, of the Owners of the Bonds of the particular Series and maturity entitled to such Sinking Fund Payment, provided, however, that that, if such modification or amendment will, by its terms, not take effect so long as any Bonds of any specified like Series, Series and maturity and tenor remain Outstanding, the vote or consent of the Holders Owners of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section. No such modification or amendment of this Trust Agreement made by any Supplemental Trust Agreement executed by the Trust and the Master Trustee pursuant to Article IX hereof shall permit (i) a change in the amount or date of any Sinking Fund Installment, the terms of redemption or maturity of the principal amount of any Outstanding Senior Bond or Subordinate Bond or of any installment of interest thereon or (ii) a reduction in the principal amount or the Redemption Price thereof or in the rate of interest thereon without or the consent method for determining such rate or, (iii) except as otherwise provided in the applicable Supplemental Trust Agreement, a change in the terms of the Holder of such any Credit Enhancement or Liquidity Facility relating to a Bond, or shall reduce (iv) a reduction of the percentages or otherwise affect of the classes principal amount of Bonds the consent of the Holders of which is required to effect any such modification or amendment, without in each case, the consent of the Registered Owner of such Senior Bond or Subordinate Bond, as applicable. For the purposes of this Section, a Series shall be deemed to be affected by a No modification or amendment of this Trust Agreement made by any Supplemental Trust Agreement executed by the Trust and the Master Trustee pursuant to Article IX hereof if the same adversely affects or diminishes shall have a materially adverse affect on any of the rights or obligations of the Holders Master Trustee or any Hedge Provider or any issuer of Bonds of such Series in any material respect. The Trustee may in Credit Enhancement or Liquidity Facility without its discretion determine whether or not, in accordance with the foregoing provisions, the Bonds of any particular Series or maturity would be affected by any modification or amendment hereof and any such determination shall be binding and conclusive on the Corporation and all Holders of Bonds. The Trustee may receive an opinion of counsel, including an opinion of Transaction Counsel, as conclusive evidence as to whether the Bonds of any particular Series or maturity would be so affected by any such modification or amendment hereofwritten assent thereto.

Powers of Amendment. Except as provided in Section 9.01 hereof, any Any modification of or amendment hereof to this Indenture and of the rights and obligations of the Corporation Issuer and of the Holders Owners of the Bonds hereunder, in any particular, may shall be made by a Supplemental Indenture, but only, in the event such Supplemental Indenture shall be entered into pursuant to Section 7.2 hereof, with the written consent given as hereinafter provided in Section 10.02 hereof, (i) of the Holders owners of at least a majority in principal amount of the Bonds Outstanding at the time such consent is given, or (ii) in case less than all of the several Series of Bonds then Outstanding are which would be affected by the modification or amendment, of the Holders of action proposed to be taken (including at least a majority in principal amount of the Owners which would be affected by the action proposed to be taken (i) of all Outstanding Senior Bonds, (ii) of all Outstanding Senior Subordinate Bonds if no Senior Bonds are then Outstanding, (iii) of each Series so affected and all Outstanding Subordinate Bonds if no Senior Bonds or Senior Subordinate Bonds are then Outstanding, or (iv) of all Outstanding Junior Subordinate Bonds if no Senior Bonds, Senior Subordinate Bonds or Subordinate Bonds are then Outstanding) at the time such consent is given; provided, however, that if as provided in Section 7.6 hereof. If any such modification or amendment will, by its terms, will not take effect so long as any particular Bonds of any specified like Series, maturity and tenor remain Outstanding, however, the consent of the Holders owners of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section. No such modification or amendment shall permit a change in the amount or date of any Sinking Fund Installment, the terms of redemption or maturity of the principal of any Outstanding Bond or of any installment of interest thereon or a reduction in the principal amount or the Redemption Price thereof or in the rate of interest thereon without the consent of the Holder owner of such Bond, or shall reduce the percentages or otherwise affect the classes of Bonds Bond (the consent of the Holders Owner of which is required to effect any such modification or amendment). For So long as Credit Enhancement is in effect and the Credit Provider has not failed to honor a properly presented and conforming drawing thereunder, the Credit Provider shall be deemed the sole owner of the Bonds supported by such Credit Enhancement for purposes of this SectionArticle VII; provided, a Series shall be deemed to be affected by a however no modification or amendment hereof if to this Indenture shall permit a change in the same adversely affects terms of maturity of any Outstanding Bond or diminishes of any installment of interest thereon or a reduction in the rights principal amount thereof or in the rate of interest thereon without the consent of the Holders of Bonds owner of such Series Bond. Nothing herein shall be construed to limit any requirement in any material respect. The Trustee may in its discretion determine whether or not, in accordance with other document to which the foregoing provisions, Issuer is a party which requires the Bonds consent of any particular Series or maturity would be affected by other party to any modification to or amendment hereof and any such determination shall be binding and conclusive on the Corporation and all Holders of Bonds. The Trustee may receive an opinion of counsel, including an opinion of Transaction Counsel, as conclusive evidence as to whether the Bonds of any particular Series or maturity would be so affected by any such modification or amendment hereofthis Indenture.

Powers of Amendment. Except as provided in Section 9.01 hereof, any Any modification of or amendment hereof to this Indenture and of the rights and obligations of the Corporation Agency and of the Holders holders of the Bonds hereunder, hereunder in any particular, may be made by a Supplemental Indenture, but only, in the event such Supplemental Indenture shall be adopted pursuant to Section 803, with the written consent given as hereinafter provided in Section 10.02 hereof903, (i) of the Holders holders of at least a majority two-thirds in principal amount of the Bonds Outstanding at the time such consent is given, or (ii) in case less than all of the several Series series of Bonds then Outstanding are affected by the modification or amendment, amendment of the Holders holders of at least a majority two-thirds in principal amount of the Bonds of each Series such series and so affected and Outstanding at the time such consent is given; provided, however, that if such and (iii) in case the modification or amendment will, by its terms, changes the terms of any Sinking Fund Payment of the holders of at least two-thirds in principal amount of each of the Bonds of the particular series then Outstanding and of the maturity of Bonds entitled to such Sinking Fund Payment. If any such modification of amendment will not take effect so long as any Bonds of any specified like Series, maturity and tenor remain Outstanding, Outstanding the consent of the Holders holders of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section. No such modification or of amendment shall permit a change in the amount or date of any Sinking Fund Installment, the terms of redemption or maturity of the principal of any Outstanding Bond or of any installment of interest thereon or a reduction in the principal amount or the Redemption Price thereof or in the rate of interest thereon without the consent of the Holder holder of such Bond, or shall reduce the percentages or otherwise affect the classes of Bonds the consent of the Holders holders of which is required to effect any such modification or amendment. For the purposes , or shall change or modify any of this Section, a Series shall be deemed to be affected by a modification or amendment hereof if the same adversely affects or diminishes the rights of the Holders of Bonds of such Series in any material respect. The Trustee may in its discretion determine whether or not, in accordance with the foregoing provisions, the Bonds obligations of any particular Series or maturity would be affected by any modification or amendment hereof and any such determination shall be binding and conclusive on the Corporation and all Holders of Bonds. The Trustee may receive an opinion of counsel, including an opinion of Transaction Counsel, as conclusive evidence as to whether the Bonds of any particular Series or maturity would be so affected by any such modification or amendment hereoffiduciary without its written assent thereto.

Powers of Amendment. Except as provided in Section 9.01 Article VIII hereof, any modification of or amendment hereof to this Indenture and of the rights and obligations of the Corporation Authority, the provider of a Credit Facility under a Supplemental Indenture and of the Holders Owners of the Bonds hereunder, in of any particularparticular Series, may be made by a Supplemental IndentureIndenture and in the event such Supplemental Indenture shall be entered into pursuant to Section 8.2 hereof, with the written consent given as hereinafter provided in Section 10.02 hereof, 9.3 hereof (i) of the Holders Owners of at least a majority 51% in principal amount of the Bonds Outstanding at the time such consent is given, given or (ii) in case less than all of the several Series of Bonds then Outstanding are affected by the modification or amendment, of the Holders Owners of at least a majority 51% in aggregate principal amount of the Bonds of each Series so affected and Outstanding at the time such consent is given; provided, however, that if . If any such modification or amendment will, by its terms, will not take effect so long as any Bonds of any specified like Series, maturity and tenor remain OutstandingOutstanding however, the consent of the Holders Owners of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this SectionSection 9.2. No such modification or amendment shall permit a change in the amount or date of any Sinking Fund Installment, the terms of redemption or maturity of the principal of any Outstanding Bond or of any installment of interest thereon or a reduction in the principal amount or the Redemption Price thereof or in the rate of interest thereon without the consent of the Holder Owner of such Bond, or shall reduce the percentages or otherwise affect the classes of Bonds Bonds, the consent of the Holders Owners of which is required to effect any such modification or amendment, or shall change or modify any of the rights or obligations of any Fiduciary without its written assent thereto. For the purposes of this SectionSection 9.2, a Series Bonds shall be deemed to be affected by a modification or amendment hereof of this Indenture if the same adversely affects or diminishes the rights of the Holders of Bonds Owners of such Series in any material respectBonds. The Trustee may in its discretion sole discretion, in reliance in good faith on a Counsel’s Opinion or a Bond Counsel’s Opinion satisfactory to it, which reliance shall constitute full protection for the Trustee, determine whether or not, not in accordance with the foregoing provisionspowers of amendment, the Bonds of any particular Series or maturity would be affected by any modification or amendment hereof and any such determination shall be binding and conclusive on the Corporation Authority and all Holders Owners of Bonds. The Trustee may receive an opinion of counsel, including an opinion of Transaction Counsel, as conclusive evidence as to whether the Bonds of any particular Series or maturity would be so affected by any such modification or amendment hereof.

Powers of Amendment. Except as provided Subject to the Subordination Agreement, the Issuer, the Trustee and the Company may enter into one or more Supplemental Loan and Trust Agreements without the consent of the Owners of the Bonds to cure any ambiguity, inconsistency or omission in Section 9.01 hereof, any this Loan and Trust Agreement. Any other modification or amendment hereof of this Loan and Trust Agreement and of the rights and obligations of the Corporation Issuer and of the Holders Owners of the Bonds hereunder, in any particular, particular may be made by a Supplemental Indenture, Loan and Trust Agreement with the written consent given as hereinafter provided in Section 10.02 hereof, 11.02 of (ia) of the Holders Owners of at least a majority in principal amount Principal Amount of the Bonds Outstanding at the time such consent is given, or and (iib) in case less than all of the several Series of Bonds then Outstanding are affected by the modification or amendment, of the Holders Owners of at least a majority in principal amount Principal Amount of the Bonds of each Series so affected and Outstanding at the time such consent is given; provided, however, that if any such modification or amendment will, by its terms, not take effect so long as any Bonds of any specified like Series, Series and maturity and tenor remain Outstanding, the consent of the Holders Owners of the Bonds of such Bonds Series and maturity shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of the Principal Amount of Outstanding Bonds under this Section. No such modification or amendment shall permit a change in the amount or date of any Sinking Fund Installment, the terms of redemption or maturity of the principal of any Outstanding Bond or of any installment of interest thereon or a reduction in the principal amount Principal Amount or the Redemption Price thereof or in the rate of interest thereon without the consent of the Holder Owner of such Bond, or shall reduce the percentages or otherwise affect the classes of Bonds the consent of the Holders Owners of which is required to effect any such modification or amendment. For the purposes of this Section, a Series shall be deemed to be affected by a modification or amendment hereof of this Loan and Trust Agreement if the same adversely affects or diminishes the rights of the Holders Owners of Bonds of such Series in any material respectSeries. The Trustee may in its discretion determine whether or not, in accordance with the foregoing provisions, the Bonds of any particular Series or maturity would be affected by any modification or amendment hereof of this Loan and Trust Agreement and any such determination shall be binding and conclusive on the Corporation Issuer and all Holders Owners of Bonds. The Trustee may receive an opinion of counsel, including an opinion of Transaction a Counsel’s Opinion, as conclusive evidence as to whether the Bonds of any particular Series or maturity would be so affected by any such modification or amendment hereofof this Loan and Trust Agreement.

Powers of Amendment. Except as provided in Section 9.01 901 hereof, any modification or amendment hereof and of the rights and obligations of the Corporation and of the Holders of the Bonds hereunder, in any particular, or of this Trust Agreement may be made by a Supplemental Indenture, Trust Agreement with the written consent given as hereinafter provided in Section 10.02 hereof, 1003 hereof (i) of the Holders Registered Owners of at least a majority in the principal amount of the all Senior Bonds Outstanding Outstanding, or if no Senior Bonds are Outstanding, all Subordinated Bonds Outstanding, at the time such consent is given, or (ii) in case less than all of the several Series of Bonds then Outstanding are affected by the modification or amendment, of the Holders Registered Owners of at least a majority in principal amount of each class by lien and priority of the Bonds of each Series so affected and Outstanding at the time such consent is given; , and (iii) in case the modification or amendment changes the amount or date of any Sinking Fund Payment, of the Registered Owners of the Bonds of the particular Series and maturity entitled to such Sinking Fund Payment Outstanding at the time such consent is given, provided, however, that that, if such modification or amendment will, by its terms, not take effect so long as any Bonds of any specified like Series, Series and maturity and tenor remain Outstanding, the vote or consent of the Holders Registered Owners of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section. No such modification or amendment of this Trust Agreement made by any Supplemental Trust Agreement executed by the Authority and the Trustee pursuant to Article IX hereof shall permit a change in the amount or date of any Sinking Fund Installment, the terms of redemption or maturity of the principal amount of any Outstanding Senior Bond or Subordinated Bond or of any installment of interest thereon or a reduction in the principal amount or the Redemption Price thereof or in the rate of interest thereon or the method for determining such rate or, except as otherwise provided in the Applicable Supplemental Trust Agreement, the terms of any Credit Enhancement or Liquidity Facility relating to a Bond, without the consent of the Holder Registered Owner of such Senior Bond or Subordinated Bond, as applicable, or shall have a materially adverse affect on any of the rights or obligations of the Trustee or any Hedge Provider without its written assent thereto, or shall reduce the percentages or otherwise affect of the classes principal amount of Bonds the consent of the Holders of which is required to effect any such modification or amendment. For the purposes of this Section, a Series shall be deemed to be affected by a modification or amendment hereof if the same adversely affects or diminishes the rights of the Holders of Bonds of such Series in any material respect. The Trustee may in its discretion determine whether or not, in accordance with the foregoing provisions, the Bonds of any particular Series or maturity would be affected by any modification or amendment hereof and any such determination shall be binding and conclusive on the Corporation and all Holders of Bonds. The Trustee may receive an opinion of counsel, including an opinion of Transaction Counsel, as conclusive evidence as to whether the Bonds of any particular Series or maturity would be so affected by any such modification or amendment hereof.

Powers of Amendment. Except as provided in Section 9.01 hereof, any Any modification or amendment hereof and of the rights and obligations of the Corporation and of the Holders of the Bonds Bondholders hereunder, in any particular, may be made by a Supplemental Indenture, with the written consent given as hereinafter provided in Section 10.02 hereof, (i) of the Holders Bondholders of at least a majority in principal amount of the Bonds Outstanding at the time such consent is given, or (ii) in case less than all of the several Series of Bonds then Outstanding are affected by the modification or amendment, of the Holders Bondholders of at least a majority in principal amount of the Bonds of each Series so affected and Outstanding at the time such consent is given; provided, however, that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any specified like Series, maturity and tenor remain Outstanding, the consent of the Holders of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section. No such modification or amendment shall permit a change in the amount or date of any Sinking Fund Installment, the terms of redemption or maturity of the principal of any Outstanding Bond or of any installment of interest thereon or a reduction in the principal amount or the Redemption Price thereof or in the rate of interest thereon without the consent of the Holder of such Bond, or shall reduce the percentages or otherwise affect the classes of Bonds the consent of the Holders Bondholders of which is required to effect any such modification or amendment. For the purposes of this Section, a Series shall be deemed to be affected by a modification or amendment hereof if the same adversely affects or diminishes the rights of the Holders of Bonds Bondholders of such Series in any material respect. The Trustee may in its discretion determine whether or not, in accordance with the foregoing provisions, the Bonds of any particular Series or maturity would be affected by any modification or amendment hereof and any such determination shall be binding and conclusive on the Corporation and all Holders of BondsBondholders. The Trustee may receive an opinion of counsel, including an opinion of Transaction Counsel, as conclusive evidence as to whether the Bonds of any particular Series or maturity would be so affected by any such modification or amendment hereof.