Common use of Supplemental Indentures Not Requiring Consent of Owners of Bonds Clause in Contracts

Supplemental Indentures Not Requiring Consent of Owners of Bonds. The Issuer and the Trustee may, with the consent of the Credit Provider (during any Credit Facility Period) and upon receipt of an opinion of Bond Counsel to the effect that the proposed supplemental indenture will not adversely affect the excludability of interest on the Bonds from gross income for federal income tax purposes and is authorized by this Indenture, and without consent of, or notice to, any of the Owners of Bonds, enter into an indenture or indentures supplemental to this Indenture for any one or more of the following purposes: (a) To cure any ambiguity or formal defect or omission in this Indenture; (b) To grant to or confer upon the Trustee for the benefit of the Owners of Bonds any additional rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the Owners of Bonds or the Trustee; (c) To subject to this Indenture additional revenues, properties or collateral; (d) To modify, amend or supplement this Indenture or any indenture supplemental hereof in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the qualification of the Bonds for sale under the securities laws of any of the states of the United States of America; (e) To evidence the appointment of a separate or Co-Trustee or the succession of a new Trustee hereunder; (f) To correct any description of, or to reflect changes in, any of the properties comprising the Trust Estate; (g) To make any revisions of this Indenture that shall be required by Fitch, Moody’s or S&P in order to obtain or maintain an investment grade rating on the Bonds, including without limitation changes necessary to maintain an investment grade rating upon and after a conversion of the Interest Period to a Commercial Paper Period or Long Term Period; (h) To make any revisions of this Indenture that shall be necessary in connection with the Company or the Issuer furnishing a Credit Facility; (i) To provide for an uncertificated system of registering the Bonds or to provide for changes to or from the Book-Entry System; (j) To effect any other change herein which, in the judgment of the Trustee, is not to the prejudice of the Trustee or the Owners of Bonds; or (k) To make revisions to this Indenture that shall become effective only upon, and in connection with, the remarketing of all of the Bonds then Outstanding. In the event Fitch, S&P and/or Moody’s has issued a rating of any of the Bonds, Fitch, S&P and/or Moody’s, as the case may be, shall receive prior written notice from the Trustee of the proposed amendment but such notice shall not be a condition of the effectiveness of such amendment.

Supplemental Indentures Not Requiring Consent of Owners of Bonds. The Issuer and the Trustee may, with the consent of the Credit Provider (during any Credit Facility Period) Bank and upon receipt of an opinion of Bond Counsel to the effect that the proposed supplemental indenture will not adversely affect the excludability of interest on the Bonds from gross income for federal income tax purposes and is authorized by this Indenture, and without consent of, or notice to, any of the Owners of Bonds, enter into an indenture or indentures supplemental to this Indenture for any one or more of the following purposes: (a) To cure any ambiguity or formal defect or omission in this Indenture; (b) To grant to or confer upon the Trustee for the benefit of the Owners of Bonds any additional rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the Owners of Bonds or the Trustee; (c) To subject to this Indenture additional revenues, properties or collateral; (d) To modify, amend or supplement this Indenture or any indenture supplemental hereof in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the qualification of the Bonds for sale under the securities laws of any of the states of the United States of America; (e) To evidence the appointment of a separate or Co-Trustee or the succession of a new Trustee hereunder; (f) To correct any description of, or to reflect changes in, any of the properties comprising the Trust Estate; (g) To make any revisions of this Indenture that shall be required by Fitch, Moody’s 's or S&P in order to obtain or maintain an investment grade rating on the Bonds, including without limitation changes necessary to maintain an investment grade rating upon and after a conversion of the Interest Period to a Commercial Paper Period or Long Term Period; (h) To make any revisions of this Indenture that shall be necessary in connection with the Company or the Issuer furnishing a Credit Facility; (i) To provide for an uncertificated system of registering the Bonds or to provide for changes to or from the Book-Entry System;; or (ji) To effect any other change herein which, in the judgment of the TrusteeIssuer, is not materially prejudicial to the prejudice of the Trustee or the Owners of Bonds; or (kj) To make revisions to conform this Indenture that shall become effective only upon, and in connection with, to the remarketing of all of the Bonds then OutstandingCode or other future applicable federal law concerning tax-exempt obligations. In the event Fitch, S&P and/or Moody’s 's has issued a rating of any of the Bonds, Fitch, S&P and/or Moody’s's, as the case may be, shall receive prior written notice from the Trustee of the proposed amendment but such notice shall not be a condition of the effectiveness of such amendment.

Supplemental Indentures Not Requiring Consent of Owners of Bonds. The Issuer District and the Trustee may, with without the consent of the Credit Provider (during any Credit Facility Period) and upon receipt of an opinion of Bond Counsel to the effect that the proposed supplemental indenture will not adversely affect the excludability of interest on the Bonds from gross income for federal income tax purposes and is authorized by this Indenture, and without consent of, or notice to, any of the Owners of the Bonds, enter into an indenture or indentures supplemental to this a Supplemental Indenture for any one or more of the following purposes: (a) : To cure any ambiguity or formal defect or omission in this Indenture; (b) ; To grant to or confer upon the Trustee for the benefit of the Owners of the Bonds any additional rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the Owners of the Bonds or the Trustee; (c) ; To subject to this Indenture additional revenues, properties or collateral; (d) ; To modify, amend or supplement this Indenture or any indenture supplemental hereof in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the qualification of the Bonds for sale under the securities laws of any of the states of the United States States; In order to preserve or protect the excludability from gross income for federal income tax purposes of America; (e) interest on the 2021B Bonds; or To evidence make any other amendment to the appointment terms and provisions of this Indenture if such amendment is necessary or desirable and is not materially adverse to the interests of the Owners of the Bonds. Supplemental Indentures Requiring Consent of Owners of Bonds. Subject to the terms and provisions set forth in this Section, the Owners of not less than a separate majority in aggregate principal amount of the Outstanding Bonds shall have the right, from time to time, to consent to and approve the execution by the District and the Trustee of such other Supplemental Indentures as shall be deemed necessary and desirable by the District for the purpose of modifying, altering, amending, adding to or Co-Trustee or the succession of a new Trustee hereunder; (f) To correct rescinding, in any description of, or to reflect changes inparticular, any of the properties comprising terms or provisions set forth in this Indenture; provided, however, that without the Trust Estate; (g) To make any revisions consent of the Owners of all the Bonds Outstanding affected thereby, nothing in this Indenture that shall permit, or be construed as permitting: An extension of the maturity of the principal of, or the interest on, any Bond, or a reduction in the principal amount of or the rate of interest on, any Bond, or a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or the deprivation of the Owner of any Bond of the lien hereby created on the Pledged Revenues; or A reduction in the aggregate principal amount of the Bonds required by Fitchfor consent to such Supplemental Indentures, Moody’s or S&P in order the creation of any lien on the Pledged Revenues or any part thereof, which is prior or superior to obtain or maintain an investment grade rating on the lien of the Bonds, including without limitation changes necessary other than as created by this Indenture. If at any time the District shall request the Trustee to maintain an investment grade rating upon and after a conversion enter into any such Supplemental Indenture for any of the Interest Period to a Commercial Paper Period or Long Term Period; (h) To make any revisions purposes of this Section, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such Supplemental Indenture to be given by first class mail to the Owner of each Bond. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that copies thereof are on file at the Principal Corporate Trust Office of the Trustee for inspection by all Owners of the Bonds. If, within 60 days or such longer period as shall be necessary in connection with prescribed by the Company District following such notice, the Owners of the requisite aggregate principal amount of the Bonds Outstanding at the time of the execution of any such Supplemental Indenture shall have consented to and approved the execution thereof as provided herein, no Owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or the Issuer furnishing a Credit Facility; (i) To provide for an uncertificated system operation thereof, or in any manner to question the propriety of registering the Bonds execution thereof, or to provide for changes to enjoin or from the Book-Entry System; (j) To effect any other change herein which, in the judgment of the Trustee, is not to the prejudice of restrain the Trustee or the Owners District from executing the same or from taking any action pursuant to the provisions thereof. Execution of Bonds; or (k) To Supplemental Indentures. The Trustee is authorized to join with the District in the execution of any such Supplemental Indenture and to make revisions further agreements and stipulations which may be contained therein, but the Trustee shall not be obligated to enter into any such Supplemental Indenture which affects its rights, duties or immunities under this Indenture. Any Supplemental Indenture executed in accordance with the provisions of this Article shall thereafter form a part of this Indenture and all the terms and conditions contained in any such Supplemental Indenture as to any provision authorized to be contained therein shall be deemed to be part of this Indenture for any and all purposes. In case of the execution and delivery of any Supplemental Indenture, express reference may be made thereto in the text of the Bonds issued thereafter, if any, if deemed necessary or desirable by the Trustee. Trustee’s Consents to Supplemental Indentures. In executing any Supplemental Indenture permitted by this Article, the Trustee shall be entitled to receive, and (subject to the provisions of Section 7.01 hereof) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution and delivery of such Supplemental Indenture is authorized or permitted by this Indenture. DEFEASANCE Defeasance. If, when the Bonds shall become effective only upondue and payable in accordance with their terms or otherwise as provided in this Indenture and the whole amount of the principal of, premium, if any, and in connection with, the remarketing of interest due and payable upon all of the Bonds shall be paid, or provision shall have been made for the payment of the same, together with all other sums payable hereunder and all amounts due and owing to the Provider of any Credit Facility Obligation relating to the Bonds and all Financial Products Payments pursuant to Parity Financial Products Agreements relating to the Bonds shall have been paid or provided for, then all covenants, agreements and other obligations of the District to the Owners of Bonds and the providers of any such Credit Facility Obligation and Parity Financial Products Agreement shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, subject to the provisions of Section 3.12 hereof, upon the request of the District, the Trustee shall assign and transfer to the District all property then held by it, shall execute such documents as may be reasonably required by the District, shall turn over to the District or to such Person as may be designated by the District Representative any surplus held by it in any Fund and the Rebate Fund. Upon such defeasance, all money held by or on behalf of the District hereunder may be used for any lawful purpose. Any Bond shall, prior to the maturity or Redemption Date thereof, be deemed to have been paid within the meaning and with the effect expressed in this Section if: (i) in case such Bond is to be redeemed on any date prior to its maturity, the District shall have given to the Trustee irrevocable instructions to give notice of redemption of such Bond on said Redemption Date, such notice to be given in accordance with the provisions of Section 2.06 hereof; and (ii) there shall have been deposited in an Escrow Fund cash or Federal Securities, or both, in an amount sufficient (including the known minimum yield from Federal Securities in which such amount may be wholly or partially invested) to pay when due the Debt Service Requirements due and to become due on such Bond on and prior to the Redemption Date or maturity date thereof, as the case may be, as evidenced by a report of an independent firm of nationally recognized certified public accountants verifying the sufficiency of the Escrow Fund to pay the applicable Bonds in full on and prior to the Redemption Date or maturity date thereof, as the case may be. The Federal Securities shall not contain provisions permitting the redemption thereof at the option of the obligor and shall become due or be callable at the option of the holder at or prior to the respective times on which the proceeds thereof shall be needed to make such Debt Service Requirements. Neither such Federal Securities (or principal or interest payments received with respect thereto) nor moneys placed in such Escrow Fund shall be withdrawn or used for any purpose other than the payment of the Debt Service Requirements of such Bond and such Federal Securities or moneys shall be held in trust solely for the payment of such Debt Service Requirements of such Bond; provided, any cash received from the principal or interest payments on such Federal Securities if not then needed for such purpose shall, to the extent practicable, be reinvested in Federal Securities maturing at times and in amounts sufficient to pay when due the Debt Service Requirements to become due on such Bond on or prior to such Redemption Date or maturity date thereof, as the case may be. Any such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purpose of any payment from such moneys or Federal Securities placed in such Escrow Fund. Upon compliance with the provisions of this Section with respect to all Bonds then Outstanding, this Indenture may be discharged in accordance with the provisions of this Section, but the liability of the District in respect of such Bonds shall continue provided that the Owners thereof shall thereafter be entitled to payment only out of such Escrow Fund. In the event Fitch, S&P and/or Moody’s has issued that there is a rating defeasance of any only part of the Bonds, Fitchthe Registrar shall, S&P and/or Moody’sif requested by the District in writing, institute a system to preserve the identity of the individual Bonds or portions thereof so defeased, regardless of changes in Bond numbers attributable to transfers and exchanges of Bonds, and the Registrar shall be entitled to reasonable compensation and reimbursement of expenses from the District in connection with such system. MISCELLANEOUS Consents of Owners of Bonds. Any consent, request, direction, approval, objection or other instrument required by this Indenture to be signed and executed by the Owners of any Bonds may be in any number of concurrent documents and may be executed by such Owner in person or by an agent appointed in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the written appointment of any such agent or the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken by it under such request or other instrument, namely: The fact and date of the execution by any Person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the Person signing such writing acknowledged before him or her the execution thereof, or by an affidavit of any witness to such execution; and The fact of ownership of Bonds and the amounts, numbers and other identification of such Bonds, and the dates of ownership of the same shall be proved by the registration records maintained by the Registrar. Any consent or waiver by the Owner of any Bond shall be conclusive and binding upon such Owner and upon all future Owners of such Bond and of any Bond issued in replacement thereof, whether or not notation of such consent or waiver is made upon such Bond. District and Trustee Representatives. Whenever under the provisions hereof the approval of the District or the Trustee is required, or the District or the Trustee is required or authorized to take some action at the request or upon the approval of the other, unless otherwise provided, such approval or such request shall be given for the District by the District Representative and for the Trustee by any officer thereof, and the District, and the Trustee, as the case may be, shall receive prior written notice from the Trustee be authorized to act on any such approval or request. The designation of the proposed amendment but such notice shall not District Representative may be changed from time to time by furnishing a condition of new certificate to the effectiveness of such amendmentTrustee.

Supplemental Indentures Not Requiring Consent of Owners of Bonds. The Issuer and the Trustee may, with the consent of the Credit Provider (during any Credit Facility Period) and upon receipt of an opinion of Bond Counsel to the effect that the proposed supplemental indenture will not adversely affect the excludability of interest on the Bonds from gross income for federal income tax purposes and is authorized by this Indenture, and without consent of, or notice to, any of the Owners of Bonds, enter into an indenture or indentures supplemental to this Indenture for any one or more of the following purposes: (a) To cure any ambiguity or formal defect or omission in this Indenture; (b) To grant to or confer upon the Trustee for the benefit of the Owners of Bonds any additional rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the Owners of Bonds or the Trustee; (c) To subject to this Indenture additional revenues, properties or collateral; (d) To modify, amend or supplement this Indenture or any indenture supplemental hereof in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the qualification of the Bonds for sale under the securities laws of any of the states of the United States of America; (e) To evidence the appointment of a separate or Co-Trustee or the succession of a new Trustee hereunder; (f) To correct any description of, or to reflect changes in, any of the properties comprising the Trust Estate; (g) To make any revisions of this Indenture that shall be required by Fitch, Moody’s or S&P in order to obtain or maintain an investment grade rating on the Bonds, including without limitation changes necessary to maintain an investment grade rating upon and after a conversion of the Interest Period to a Commercial Paper Period or Long Term Period; (h) To make any revisions of this Indenture that shall be necessary in connection with the Company or the Issuer furnishing a Credit Facility; (i) To provide for an uncertificated system of registering the Bonds or to provide for changes to or from the Book-Entry System; (j) To effect any other change herein which, in the judgment of the Trustee, is not to the prejudice of the Trustee or the Owners of Bonds; or (k) To make revisions to this Indenture that shall become effective only upon, and in connection with, the remarketing of all of the Bonds then Outstanding. In the event Fitch, S&P and/or Moody’s has issued a rating of any of the Bonds, Fitch, S&P and/or Moody’s, as the case may be, shall receive prior written notice from the Trustee of the proposed amendment but such notice shall not be a condition of the effectiveness of such amendment.