Common use of Amendments Permitted Clause in Contracts

Amendments Permitted. (a) 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 by a supplemental or amending agreement which shall become effective when the written consent of the Owners of a majority in aggregate principal 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 final payment of principal represented by any Obligation or reducing the interest rate represented thereby or extending the time of payment of interest, or reducing the amount of principal 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 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 by a supplemental or amending agreement, without the consent of any such Owners, but only (1) 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 Trustee (for its own behalf) or the City, (2) to secure additional revenues or provide additional security or reserves for payment of the 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 appointment of a successor trustee pursuant to the terms hereof, (5) to preserve the exclusion of interest represented by the Obligations 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, (6) to cure, correct or supplement any ambiguous or defective provision contained herein or therein,

Amendments Permitted. (a) This Trust Agreement and the rights and obligations of the District and of the Owners of the Obligations and the Purchase Agreement and the rights and obligations of the parties thereto, Bonds may be modified or amended at any time by a supplemental Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or amending agreement which shall become effective when with the written consent without a meeting, of the Owners of a majority at least sixty percent (60%) in aggregate principal amount of all Obligations the Bonds then Outstanding, exclusive of Obligations Bonds disqualified as provided in Section 8.3, shall have been filed with the Trustee8.04. No such modification or amendment shall (1i) extend the maturity of any Bond or have the effect of extending the final payment of principal represented by any Obligation or reducing reduce the interest rate represented thereby or extending the time of payment of interestthereon, or reducing otherwise alter or impair the amount obligation of the District to pay the principal thereofof, and the interest and any premium on, any Bond, without the express consent of the Owner of such ObligationBond, or (2ii) 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 or have the effect of reducing the percentage of Obligations Bonds required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase Agreement, or (3) hereof. Any such amendment may not modify any of the rights or obligations of the Trustee Paying Agent without its written assent theretoconsent. 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 District and of the Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, Owners may also be modified or amended at any time by a supplemental or amending agreementSupplemental Agreement, without the consent of any such Owners, but only to the extent permitted by law and only for any one or more of the following purposes: (1a) to add to the covenants and agreements of any partythe 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 Trustee District; (for its own behalf) or the City, (2b) to secure additional revenues or provide additional security or reserves for payment make modifications not adversely affecting any outstanding series of Bonds of the Obligations, District in any material respect; (3c) to comply with make such provisions for the requirements purpose of curing any state ambiguity, or federal securities laws of curing, correcting or the Trust Indenture Act of 1939supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as from time to time amendedthe District and the Paying Agent may deem necessary or desirable and not inconsistent with this Agreement, if required by law or regulation lawfully issued thereunder, and which shall not adversely affect the rights of the Owners of the Bonds; and (4d) to provide for make such additions, deletions or modifications as may be necessary or desirable to assure compliance with Section 148 of the appointment Code relating to required rebate of a successor trustee pursuant Excess Investment Earnings to the terms hereof, (5) United States or otherwise as may be necessary to preserve the assure exclusion of interest represented by the Obligations from gross income for federal income tax 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, (6) the Bonds or to cure, correct or supplement any ambiguous or defective provision contained herein or therein,conform with the Regulations.

Amendments Permitted. (a) This Trust Agreement Indenture and the rights and obligations of the Authority, the Trustee and the Owners of the Obligations and the Purchase Agreement and the rights and obligations of the parties thereto, Bonds hereunder may be modified or amended from time to time and at any time for any lawful purpose, by a an indenture or indentures supplemental or amending agreement hereto, 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 Owners 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 majority in aggregate principal amount Substitute Letter of all Obligations then OutstandingCredit. The foregoing to the contrary notwithstanding, exclusive of Obligations disqualified as provided in Section 8.3, shall have been filed with the Trustee. No no such modification or amendment shall shall, without the consent of the Company and the Owners of all Bonds then Outstanding, (1i) extend or have the effect maturity date of extending the final payment of principal represented by any Obligation or reducing the interest rate represented thereby or extending the time of payment of interestBond, or reducing (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 such Obligationeach 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 (2v) reduce or have the effect Purchase Price of reducing such Bonds; provided, however, that no consent of the percentage Holders of Obligations 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 affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase Agreement, or (3) modify any exercise of the rights or obligations Conversion Option. It shall not be necessary for the consent of the Trustee without its written assent theretoBondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Any such supplemental or amending agreement shall become effective as provided in Section 8.2. (b) This Trust Agreement Promptly after the execution by the Authority and the rights 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 obligations of to the Owners of the ObligationsBonds at the addresses of such Owners shown on the Bond Register. Any failure to give such notice, and or any defect therein, shall not, however, in any way impair or affect the Purchase Agreement and the rights and obligations of the parties thereto, may be modified or amended at any time by a supplemental or amending agreement, without the consent validity of any such Owners, but only (1) 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 Trustee (for its own behalf) or the City, (2) to secure additional revenues or provide additional security or reserves for payment of the 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 appointment of a successor trustee pursuant to the terms hereof, (5) to preserve the exclusion of interest represented by the Obligations 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, (6) to cure, correct or supplement any ambiguous or defective provision contained herein or therein,Supplemental Indenture.

Amendments Permitted. (aA) This Trust Agreement and the rights and obligations of the Owners District and the City and of the Obligations and the Purchase Agreement and the rights and obligations Owner of the parties thereto, Bond may be modified or amended at any time by a supplemental or amending agreement which shall become effective when Supplemental Agreement with the written consent of the Owners Owner of a majority at least sixty percent (60%) in aggregate principal amount of all Obligations the Bond then Outstanding, exclusive of Obligations Bond disqualified as provided in Section 8.3, shall have been filed with the Trustee8.04 hereof. No such modification or amendment shall (1i) extend the maturity of any Bond or have the effect time for paying interest thereon, or otherwise alter or impair the obligation of extending the final payment City on behalf of the District to pay the principal represented by any Obligation or reducing of, and the interest rate represented thereby or extending and any premium on, the time of payment of interest, or reducing the amount of principal thereofBond, without the express consent of the Owner of such ObligationBond, or (2ii) 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 or have the effect of reducing the percentage of Obligations the Bond required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase Agreementhereof, or (3iv) 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 Trustee Fiscal Agent without its written assent theretoconsent. Any The City shall deliver to the Fiscal Agent an opinion of counsel that any such supplemental or amending agreement shall become effective as provided in Supplemental Agreement entered into by the City and the Fiscal Agent complies with the provisions of this Section 8.28.01 and the Fiscal Agent may conclusively rely on such opinion. (bB) This Trust Agreement and the rights and obligations of the Owners of the Obligations, District and the Purchase Agreement City and the rights and obligations of the parties thereto, Owner may also be modified or amended at any time by a supplemental or amending agreementSupplemental Agreement, without the consent of the Owner, only to the extent permitted by law and only for any such Owners, but only one or more of the following purposes: (1) to add to the covenants and agreements of any partythe 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 the Trustee (for its own behalf) or conferred upon the City, ; (2) to secure additional revenues or provide additional security or reserves for payment of the Obligations, make modifications not adversely affecting any Outstanding Bond in any material respect; (3) to comply 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 Fiscal Agent may deem necessary or desirable and not inconsistent with this Agreement, and which shall not adversely affect the rights of the Owner; (4) to make such additions, deletions or modifications as may be necessary or desirable to assure compliance with Section 148 of the Code relating to required rebate of moneys 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 or to conform 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, Regulations; or (45) to provide for the appointment issuance of Parity Bonds to pay and discharge the indebtedness of a successor trustee portion of the Outstanding Bond (a “Partial Discharge”) pursuant to Section 10.03 hereof; provided that, following the terms hereofissuance of such Parity Bonds, (5) to preserve Maximum Annual Debt Service on the exclusion 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 interest represented such Parity Bonds. Any such Partial Discharge shall be approved in writing by the Obligations from gross income for purposes of federal or State income taxes and Original Purchaser prior to preserve the power issuance of the City Parity Bonds. Notwithstanding the preceding provisions of Section 8.01(B), any amendment to continue to issue bonds or incur other obligations this Agreement shall require the interest on which consent of the Original Purchaser so long as the Original Purchaser is likewise exempt from federal and State income taxes, (6) to cure, correct or supplement any ambiguous or defective provision contained herein or therein,the sole Owner of the Outstanding Bond.

Amendments Permitted. (a) 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, Certificates may be modified or amended at any time by a supplemental or amending agreement which shall become effective when the written consent consents of the Certificate Insurer and the Owners of a majority in aggregate principal amount of all Obligations the Certificates then Outstanding, exclusive of Obligations Certificates disqualified as provided in Section 8.313.04, shall have been filed with the Trustee. No such modification or amendment shall may (1a) extend or have the effect of extending the final payment fixed maturity of principal represented by any Obligation 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 ObligationCertificate, or (2b) reduce or have the effect of reducing the percentage of Obligations Certificates required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase Agreementhereof, or (3c) 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) 9.02. 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, Certificates may be modified or amended at any time by a supplemental or amending agreement, without the consent of any such Certificate Owners, but only to the extent permitted by law and only: (1a) 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 Trustee (for its own behalf) Corporation or the City, District, (2) to secure additional revenues or provide additional security or reserves for payment of the 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 appointment of a successor trustee pursuant to the terms hereof, (5) to preserve the exclusion of interest represented by the Obligations 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, (6b) to cure, correct or supplement any ambiguous or defective provision contained herein herein, (c) in regard to questions arising hereunder, as the parties hereto or thereinthereto may deem necessary or desirable and which shall not, in the opinion of Bond Counsel, materially adversely affect the interests of the Owners of the Certificates, (d) if and to the extent permitted in the opinion of Bond Counsel filed with the Trustee, the District and the Corporation, to delete 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 (e) to conform to any amendments of the Lease which are permitted to be made under Section 6.6

Amendments Permitted. (a) 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, Certificates may be modified or amended at any time by a supplemental or amending agreement which shall become effective when the written consent consents of the Owners of a majority in aggregate principal amount of all Obligations the Certificates then Outstanding, exclusive of Obligations Certificates disqualified as provided in Section 8.313.04, shall have has been filed with the Trustee. No such modification or amendment shall may (1a) extend or have the effect of extending the final payment fixed maturity of principal represented by any Obligation 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 Owner of such ObligationCertificate, or (2b) reduce or have the effect of reducing the percentage of Obligations Certificates required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase Agreementhereof, or (3c) 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) 9.02. 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, Certificates may be modified or amended at any time by a supplemental or amending agreement, without the consent of any such Certificate Owners, but only to the extent permitted by law and only: (1a) 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 Trustee (for its own behalf) Corporation or the City, District, (2) to secure additional revenues or provide additional security or reserves for payment of the 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 appointment of a successor trustee pursuant to the terms hereof, (5) to preserve the exclusion of interest represented by the Obligations 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, (6b) to cure, correct or supplement any ambiguous or defective provision contained herein herein, (c) in regard to questions arising hereunder, as the parties hereto or thereinthereto may deem necessary or desirable and which shall not, in the opinion of Bond Counsel, materially adversely affect the interests of the Owners of the Certificates, (d) if and to the extent permitted in the opinion of Bond Counsel filed with the Trustee, the District and the Corporation, to delete 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 (e) to conform to any amendments of the Lease Agreement which are permitted to be made under Section 8.5

Amendments Permitted. (a) This Trust Agreement Master Indenture and the rights and obligations of the City and of the Owners of the Obligations and the Purchase Agreement and the rights and obligations of the parties thereto, Improvement Area #3 Bonds may be modified or amended at any time by a supplemental Supplemental Indenture, except as provided below, pursuant to the affirmative vote at a meeting of Owners of the Improvement Area #3 Bonds, or amending agreement which shall become effective when with the written consent without a meeting, of the Owners of at a majority in of the aggregate principal amount of all Obligations the Improvement Area #3 Bonds 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 (1i) extend the maturity of any Improvement Area #3 Bond or have the effect of extending the final payment of principal represented by any Obligation or reducing reduce the interest rate represented thereby or extending the time of payment of interestthereon, or reducing otherwise alter or impair the amount obligation of the City to pay the principal thereofof, and the interest and any premium on, any Improvement Area #3 Bond, without the express consent of the Owner of such ObligationImprovement Area #3 Bond, (ii) permit the creation by the City of any pledge or lien upon the Pledged Revenues superior to the pledge and lien created for the benefit of the Improvement Area #3 Bonds, (iii) 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 (2iv) reduce or have the effect of reducing the percentage of Obligations Improvement Area #3 Bonds required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase Agreement, or (3) hereof. Any such amendment may not modify any of the rights or obligations of the Trustee without its prior written assent theretoconsent. Any such supplemental or amending agreement shall become effective as provided in Section 8.2. (b) This Trust Agreement Master Indenture and the rights and obligations of the Owners City and of the Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, Owners may also be modified or amended at any time by a supplemental or amending agreementSupplemental Indenture, without the consent of any such Owners, but 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 any partythe City in this Master Indenture contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to the Trustee (for its own behalf) or conferred upon the City, ; (2) to secure additional revenues or provide additional security or reserves for payment of the Obligations, make modifications not adversely affecting any Outstanding Improvement Area #3 Bonds in any material respect; (3) to comply with make such provisions for the requirements purpose of curing any state ambiguity, or federal securities laws of curing, correcting or the Trust Indenture Act of 1939supplementing any defective provision contained in this Master Indenture, or in regard to questions arising under this Master Indenture, as from time to time amendedthe City may deem necessary or desirable and not inconsistent with this Master Indenture, if required by law or regulation lawfully issued thereunder, and that shall not adversely affect the rights of the Owners of the Improvement Area #3 Bonds; and (4) to provide for the appointment of a successor trustee pursuant make such additions, deletions or modifications as may be necessary or desirable to the terms hereof, (5) to preserve the exclusion assure exemption from federal income taxation of interest represented by on the Obligations 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, (6) to cure, correct or supplement any ambiguous or defective provision contained herein or therein,Improvement Area #3

Amendments Permitted. (a) This Trust Agreement Indenture and the rights and obligations of the County, the Owners of the Obligations Bonds and the Purchase Agreement and the rights and obligations of the parties thereto, Trustee may be modified or amended from time to time and at any time by a supplemental or amending agreement Supplemental Indenture, which shall become effective when the written County and the Trustee may enter into with the consent of the Owners of a majority in aggregate principal amount of all Obligations Bonds then Outstanding, exclusive of Obligations disqualified as provided in Section 8.3, which shall have been filed with the Trustee. No such modification or amendment shall (1i) extend or have the effect fixed maturity of extending the final payment of principal represented by any Obligation or reducing the interest rate represented thereby or extending the time of payment of interestBonds, or reducing reduce the amount of principal thereof, or reduce the interest rate borne thereby, or extend the time of payment, without the express consent of the Owner of such Obligationeach Bond so affected, or (2ii) reduce or have the effect of reducing the aforesaid percentage of Obligations Bonds the consent of the Owners of which is required for to effect any such modification or amendment without the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase AgreementOwners of all of the Bonds then Outstanding, or (3iii) modify permit the creation of any lien on the Reassessments and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture or deprive the Owners of the rights or obligations Bonds of the lien created by this Indenture on such Reassessments and other assets (except as expressly provided in this Indenture), without the consent of the Owners of all of the Bonds then Outstanding. It shall not be necessary for the consent of the 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 the execution by the County and the Trustee without its written assent theretoof any Supplemental Indenture pursuant to this subsection (a), the Trustee shall mail a notice (the form of which shall be furnished to the Trustee by the County), by first class mail postage prepaid, setting forth in general terms the substance of such Supplemental Indenture, to the Owners of the Bonds at the respective addresses shown on the Registration Books. Any failure to give such supplemental notice, or amending agreement any defect therein, shall become effective as provided not, however, in Section 8.2any way impair or affect the validity of any such Supplemental Indenture. (b) This Trust Agreement Indenture and the rights and obligations of the County, the Trustee and the Owners of the Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, Bonds may also be modified or amended from time to time and at any time by a supplemental or amending agreementSupplemental Indenture, which the County and the Trustee may enter into without the consent of any such Owners, but only Bond Owners for any one or more of the following purposes: (1i) to add to the covenants and agreements of any party, the County in this Indenture contained other covenants and agreements thereafter to be 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 Trustee County; (for its own behalf) or the City, (2ii) to secure additional revenues make such provisions for the purpose of curing any ambiguity, inconsistency or provide additional security omission, or reserves for payment of the Obligations, curing or correcting any defective provision contained in this Indenture; (3iii) to comply with modify, amend or supplement this Indenture in such manner as to permit the requirements of any state or federal securities laws or qualification hereof under the Trust Indenture Agreement Act of 1939, as from time to time amended, if required or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by law said act or regulation lawfully issued thereunder, similar federal statute; (4iv) to provide for modify, amend or supplement this Indenture in such manner as to cause interest on the appointment of a successor trustee pursuant Bonds to the terms hereof, (5) to preserve the exclusion of interest represented by the Obligations be excludable from gross income for purposes of federal income taxation by the United States of America; and (v) in any other respect whatsoever as the County may deem necessary or State income taxes and to preserve desirable, provided that such modification or amendment does not materially adversely affect the power interests of the City Bond Owners hereunder, in the opinion of Bond Counsel filed with the County and the Trustee. (c) The Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (a) or (b) of this Section which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. (d) In executing or accepting the additional trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to continue to issue bonds receive, and shall be fully protected in relying upon, any opinion of Bond Counsel stating that the execution of such Supplemental Indenture is authorized or incur other obligations permitted by this Indenture and complies with the interest on which is likewise exempt from federal and State income taxes, (6) to cure, correct or supplement any ambiguous or defective provision contained herein or therein,terms thereof.

Amendments Permitted. (a) This Trust Agreement Declaration of Trust, the Lease and the License and Easement and the rights and obligations of the City and of the Owners of the Obligations Certificates and the Purchase Agreement and the rights and obligations of the parties thereto, Trustee may be modified or amended from time to time and at any time by a supplemental an amendment or amending agreement which shall become effective supplement hereto or thereto that the parties hereto or thereto may enter into when the written consent of the Trustee and the City, if not a party hereto or thereto, and the Owners of a majority in aggregate principal amount Principal Portion of all Obligations Basic Rent Payments represented by the Certificates then Outstanding, exclusive of Obligations disqualified as provided in Section 8.3, shall have Outstanding has been filed with the Trustee. No such modification or amendment shall will (1) extend the stated maturity of any Certificate, or have reduce the effect of extending the final payment amount of principal represented by thereby, or extend the time of payment or reduce the amount of any Obligation Prepayment Price provided in this Declaration of Trust for the payment of any Certificate, or reducing reduce the rate of interest rate represented thereby with respect thereto, or extending extend the time of payment of interest, or reducing the amount of principal thereof, interest with respect thereto without the express consent of the Owner of such Obligationeach Certificate so affected, or (2) reduce or have the effect of reducing the specified percentage of Obligations Certificates the consent of the Owners of which is required for to effect any such modification or amendment or, except in connection with the affirmative vote or written consent to an amendment or modification delivery of this Trust Agreement any Additional Certificates, permit the creation of any lien on money in the Project Fund or the Purchase Agreement, Lease Revenue Fund or deprive the Owners of the trust created by this Declaration of Trust with respect to the moneys in the Project Fund or the Lease Revenue Fund or (3) modify create a preference or priority of any Certificate or Certificates over any other Certificate or Certificates without the consent of the rights or obligations Owners of all of the Certificates then Outstanding. Promptly after the execution by the Trustee without its written assent theretoof any amendment pursuant to this Section 8.01(a), the Trustee will give Notice by Mail, setting forth in general terms the substance of such amendment to the Owners at the addresses listed on the registration books kept by the Trustee pursuant to Section 3.06. Any failure to give such supplemental notice, or amending agreement shall become effective as provided any defect therein, will not, however, in Section 8.2any way impair or affect the validity of any such amendment. (b) This Trust Agreement Notwithstanding Section 8.01(a), this Declaration of Trust, the Lease or the License and Easement and the rights and obligations of the City, of the Trustee and of the Owners of the Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, Certificates may also be modified or amended from time to time and at any time by a supplemental an agreement that the parties hereto or amending agreement, thereto may enter into without the consent of any such Certificate Owners, but 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 any partythe Trustee in this Declaration of Trust, other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Certificates (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the City; provided, however, that no such covenant, agreement, pledge, assignment or surrender will in the sole judgment of the Trustee (for its own behalf) materially adversely affect the interests of the Trustee or the City, Owners of the Certificates; (2) to secure additional revenues or provide additional security or reserves for payment add to the covenants and agreements of the ObligationsCity in the License and Easement or the Lease, other covenants and agreements thereafter to be observed or to surrender any right or power therein reserved to or conferred upon the Trustee or the City; provided, however, that no such covenant, agreement or surrender will in the sole judgment of the Trustee materially adversely affect the interests of the Owners of the Certificates; (3) to comply make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Declaration of Trust, the License and Easement or the Lease, or in regard to matters or questions arising under this Declaration of Trust, the License and Easement or the Lease as the Trustee and the City may deem necessary or desirable and not inconsistent with said agreements, or as may be requested by the requirements City or the Trustee and that will not, in any such case in the sole judgment of any state the Trustee materially adversely affect the interests of the Owners of the Certificates; (4) to modify, amend or federal securities laws or supplement this Declaration of Trust in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as from time to time amended, if required or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by law said act or regulation lawfully issued thereundersimilar federal statute, and that will not in the sole judgment of the Trustee materially adversely affect the interests of the Owners of the Certificates; (45) to provide for the appointment of a successor trustee pursuant any additional procedures, covenants or agreements necessary to the terms hereof, (5) to preserve maintain the exclusion of interest represented by the Obligations Interest Portion of Basic Rent 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, taxation; (6) to cure, correct or supplement provide for the execution and delivery of Additional Certificates; or (7) to make any ambiguous or defective provision contained herein or therein,other change that in the sole judgment of the Trustee does not have a materially adverse effect on the rights of the Certificate Owners.

Amendments Permitted. (a) This Trust Agreement and the rights and obligations of the Owners of the Obligations and the Installment Purchase Agreement and the rights and obligations of the parties thereto, Authority and the City and of the Owners of the 2025A Bonds and of the Trustee may be modified or amended at any time by a supplemental or amending agreement an amendment hereto which shall become effective when binding upon the written consent consents of the Owners of a majority in aggregate principal amount of all Obligations the 2025A Bonds then Outstanding, exclusive of Obligations 2025A Bonds disqualified as provided in Section 8.311.09 of the Indenture, shall have been filed together with the Trusteeprior written consent of the Insurer, so long as the Policy is in full force and effect and the Insurer has not defaulted on its obligations thereunder. No such modification or amendment shall may: (1) extend the fixed maturity of any 2025A Bonds, or have reduce the effect of extending the final payment amount of principal represented by any Obligation thereof or reducing premium (if any) thereon, or extend the time of payment, or change the rate of interest or the method of computing the rate represented thereby of interest thereon, or extending extend the time of payment of interest, or reducing the amount of principal thereofinterest thereon, without the express consent of the Owner of such Obligation, each 2025A Bond so affected; or (2) reduce or have the effect of reducing the aforesaid percentage of Obligations 2025A Bonds the consent of the Owners of which is required to affect any such modification or amendment, or permit the creation of any lien on the Revenues and other assets pledged under the Installment Purchase Agreement prior to or on a parity with the lien created by the Installment Purchase Agreement except as permitted herein, or deprive the Owners of the 2025A Bonds of the lien created by the Indenture on such Revenues and other assets except as permitted herein, without the consent of the Owners of all of the 2025A Bonds then Outstanding. (b) This Installment Purchase Agreement and the rights and obligations of the Authority and the City and of the Owners of the 2025A Bonds may also be modified or amended at any time by an amendment hereto which shall become binding upon adoption, without the consent of the Owners of any 2025A Bonds, but with the prior written consent of the Insurer, so long as the Policy is in full force and effect and the Insurer has not defaulted on its obligations thereunder, but 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 contained in the Installment Purchase Agreement other covenants and agreements thereafter to be observed, to pledge or assign additional security for the affirmative vote 2025A Bonds (or written consent any portion thereof), or to an amendment surrender any right or modification power herein reserved to or conferred upon the City; (2) to make such provisions for the purpose of this Trust Agreement curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in the Installment Purchase Agreement, or in regard to matters or questions arising under the Installment Purchase Agreement, as the City may deem necessary or desirable; and (3) to modify, amend or supplement the Installment Purchase Agreement in such manner as to cause interest on the 2025A Bonds to remain excludable from gross income under the Code. No amendment without consent of the Owners may modify any of the rights or obligations of the Trustee without its the written assent consent 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 by a supplemental or amending agreement, without the consent of any such Owners, but only (1) 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 Trustee (for its own behalf) or the City, (2) to secure additional revenues or provide additional security or reserves for payment of the 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 appointment of a successor trustee pursuant to the terms hereof, (5) to preserve the exclusion of interest represented by the Obligations 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, (6) to cure, correct or supplement any ambiguous or defective provision contained herein or therein,

Amendments Permitted. (a) 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 by a supplemental or amending agreement which shall become effective when the written consent of the Owners of a majority in aggregate principal 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 final payment of principal represented by any Obligation or reducing the interest rate represented thereby or extending the time of payment of interest, or reducing the amount of principal 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 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 by a supplemental or amending agreement, without the consent of any such Owners, but only (1) to provide for additions or modifications to the Projects, (2) 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 Trustee (for its own behalf) or the City, (23) to secure additional revenues or provide additional security or reserves for payment of the Obligations, (34) 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, (45) to provide for the appointment of a successor trustee pursuant to the terms hereof, (56) to preserve the exclusion of interest represented by the Obligations 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, (67) to cure, correct or supplement any ambiguous or defective provision contained herein or therein,, (8) with respect to rating matters or (9) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which shall not materially adversely affect the interests of the Owners of the Obligations as evidenced by a Special Counsel’s Opinion delivered by the City to the Trustee. Any such supplemental or amending agreement shall become effective upon execution and delivery by the parties hereto or thereto as the case may be. The Trustee may rely upon a Special Counsel’s Opinion as conclusive evidence that any such supplemental or amending agreement complies with this Article.

Amendments Permitted. (a) This Trust Agreement and the rights and obligations of the Owners of the Obligations Certificates, the Lease Agreement and the Purchase 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 at any time by a supplemental or amending agreement which shall become effective when the written consent of the Municipal Bond Insurer or, if the Municipal Bond Insurer is in breach of its obligations under the Reserve Policy, the Owners of a majority at least sixty percent (60%) in aggregate principal amount of all Obligations the Certificates then Outstanding, exclusive of Obligations Certificates disqualified as provided in Section 8.310.03 hereof, shall have been filed with the Trustee. No such modification or amendment shall (1) extend or have the effect of extending the final payment fixed maturity of principal represented by any Obligation Certificate or reducing the interest rate represented thereby with respect thereto or extending the time of payment of interest, or reducing the amount of principal thereof, without the express consent of the Owner of such Obligation, Certificate and the Municipal Bond Insurer; or (2) reduce or have the effect of reducing the percentage of Obligations Certificates required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase a Lease 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) 10.02 hereof. This Trust Agreement and the rights and obligations of the Owners of the ObligationsCertificates and the Lease Agreement and the rights and obligations of the respective parties thereto, and the Purchase Assignment Agreement and the rights and obligations of the parties thereto, may (upon prior written notice to the Municipal Bond Insurer) be modified or amended at any time by a supplemental or amending agreement, without the consent of any such Owners, but only to the extent permitted by law and only (1) 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 Trustee (for its own behalf) Authority or the City, Town; (2) to secure additional revenues or provide additional security or reserves for payment of the 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 appointment of a successor trustee pursuant to the terms hereof, (5) to preserve the exclusion of interest represented by the Obligations 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, (6) to cure, correct or supplement any ambiguous or defective provision contained herein or therein,therein and which shall not, in the opinion of nationally recognized bond counsel, materially adversely affect the interests of the Owners of the Certificates; (3) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which shall not, in the opinion of nationally recognized bond counsel, materially adversely affect the interests of the Owners of the Certificates; (4) to add to the rights of the Trustee; or (5) to maintain the rating or ratings assigned to the Certificates. Any such supplemental agreement shall become effective upon execution and delivery by the parties hereto or thereto, as the case may be. This Trust Agreement and the Lease Agreement may not be modified or amended at any time by a supplemental agreement which would modify any of the rights and obligations of the Trustee without its written assent thereto. The Trustee may request an opinion of Independent Counsel that any amendment entered into hereunder complies with the provisions of this Article X and the Trustee may rely conclusively on such opinion.

Amendments Permitted. (a) This Trust Agreement The Indenture and the rights and obligations of the Owners Board, of the Obligations Trustee and the Purchase Agreement and the rights and obligations of the parties thereto, Holders of the Bonds may be modified or amended from time to time and at any time for any lawful purpose, by a an indenture or indentures supplemental or amending agreement thereto, which shall become effective when the Board and the Trustee may enter into without the consent of any Bondholders but with the prior written consent of the Owners Company and the Bank (as long as the Letter of Credit Bank is not in default under the Letter of Credit), provided that the Trustee determines that such modification or amendment will not materially adversely affect the interests of the Bondholders or result in any material impairment of the security given under the Indenture. Any other modification or amendment must be approved by a majority in aggregate principal amount of all Obligations the Bonds then Outstanding, exclusive provided that such consent of Obligations disqualified as provided in Section 8.3, the Bondholders shall have been filed with the Trustee. No not be required if such modification or amendment shall is consented to in writing by the Bank provided that (a) the Letter of Credit Bank is not then in default of its obligations under the Letter of Credit and (1)) no voluntary or involuntary case has been commenced by the filing of a petition under the United States Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts by or against the Letter of Credit Bank. The foregoing to the contrary notwithstanding, no such modification or amendment shall, without the consent of the Company and the Holders of all Bonds then Outstanding, (i) extend or have the effect maturity date of extending the final payment of principal represented by any Obligation or reducing the interest rate represented thereby or extending the time of payment of interestBond, or reducing (ii) reduce the amount of principal thereof, without (iii) extend the express consent time of payment or change the Owner method of such Obligation, or (2) reduce or have computing the effect rate 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 by a supplemental or amending agreementinterest thereon, without the consent of the Holder of each Bond so affected, or eliminate the Holders' rights to tender the Bonds, (iv) extend the due date for the purchase of Bonds tendered by the Holders thereof, or (v) reduce the purchase price of such Bonds. 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 Board and the Trustee of any Supplemental Indenture, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each rating agency then rating the Bonds, if any, and the Holders of the Bonds at the address shown on the registration 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 Owners, but only (1) 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 Trustee (for its own behalf) or the City, (2) to secure additional revenues or provide additional security or reserves for payment of the 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 appointment of a successor trustee pursuant to the terms hereof, (5) to preserve the exclusion of interest represented by the Obligations 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, (6) to cure, correct or supplement any ambiguous or defective provision contained herein or therein,Supplemental Indenture.

Amendments Permitted. (a) This Trust Agreement and the rights and obligations of the District and of the Owners of the Obligations Certificates and the Purchase Agreement and the rights and obligations of the parties thereto, Trustee may be modified or amended at any time by a supplemental or amending agreement an amendment hereto which shall become effective binding when the written consent consents of the Owners of a majority in aggregate principal amount of all Obligations the Certificates then Outstanding, exclusive of Obligations Certificates disqualified as provided in Section 8.311.4 hereof, shall have been filed with the Trustee. Notice of proposed execution of any amendment shall be prepared by the District. No such modification or amendment shall shall: (1) extend the stated maturities of the Certificates, or have reduce the effect rate of extending the final payment of principal interest represented by any Obligation thereby, or reducing the interest rate represented thereby or extending extend the time of payment of interest, or reducing reduce the amount of principal represented thereby, or reduce any premium payable on the prepayment thereof, without the express prior consent of the Owner of such Obligation, or each Certificate so affected; (2) reduce or have the effect of reducing the aforesaid percentage of Obligations Owners of Certificates whose consent is required for the affirmative vote or written consent to an execution of any amendment or modification of this Trust Agreement or the Purchase Agreement, or ; or (3) modify any of the rights or obligations of the Trustee or the Corporation without its prior written assent consent 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 Corporation and the District and of the Owners of the Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, Certificates may also be modified or amended at any time by a supplemental or amending agreementan amendment hereto which shall become binding upon adoption, without the consent of the Owners of any such OwnersCertificates, but 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 any party, the Corporation or the District contained in this Agreement other covenants and agreements thereafter to be observed, observed or to surrender any right or power herein reserved to or conferred upon the Trustee (for its own behalf) Corporation or the CityDistrict, and which shall not adversely affect the interests of the Owners of the Certificates; (2) to secure additional revenues or provide additional security or reserves for payment of the 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 appointment of a successor trustee pursuant to the terms hereof, (5) to preserve the exclusion of interest represented by the Obligations 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, (6) to cure, correct or supplement any ambiguous or defective provision contained herein in this Agreement or therein,in regard to questions arising under this Agreement, as the Corporation or the District may deem necessary or desirable and which shall not adversely affect the interests of the Owners of the Certificates; (3) to make such other amendments or modifications as may be in the best interests of the Owners of the Certificates; and (4) to make any amendments or supplements necessary or appropriate to preserve or protect the exclusion of interest with respect to the Certificates from gross income for federal income tax purposes under the Code or the exemption of interest with respect to the Certificates from State personal income taxes.

Amendments Permitted. (a) This Trust Agreement Indenture and any of the rights and obligations of the Authority and of the Owners of the Obligations Bonds and the Purchase Agreement and the rights and obligations of the parties thereto, Trustee may be modified or amended from time to time and at any time by a an indenture or indentures supplemental or amending agreement thereto, which shall become effective the Authority and the Trustee may enter into when the written consent consents of the Owners of a majority in aggregate principal amount of all Obligations Bonds then Outstanding, exclusive of Obligations disqualified as provided in Section 8.3Outstanding which are affected by the amendment, shall have been filed with the Trustee. No ; provided, however, no such modification or amendment without the consent of the Owners of all of the Bonds then Outstanding which would be affected thereby, shall (1i) extend the fixed maturity of any Bonds, or have reduce the effect of extending the final payment amount of principal represented by any Obligation thereof or reducing extend the time of payment, or change the method of computing the rate of interest rate represented thereby thereon, or extending extend the time of payment of interest, or reducing the amount of principal thereofinterest thereon, without the express consent of the Owner of such Obligationeach Bond so affected, or (2ii) reduce or have the effect of reducing the aforesaid percentage of Obligations Bonds the consent of the Owners of which is required for the affirmative vote to effect any such modification or written consent to an amendment or modification of this Trust Agreement or the Purchase Agreementamendment, or (3iii) modify permit the creation 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) deprive the Owners of the rights or obligations Bonds of the Trustee lien created by this Indenture on such Revenues and other assets (except as expressly provided in this Indenture), without its written assent theretothe consent of the Owners of all of the Bonds then Outstanding. Any It shall not be necessary for the consent of the Bond Owners to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such supplemental or amending agreement consent shall become effective approve the substance thereof. Consent of the Owners may be obtained as provided in Section 8.29.02 hereof. (b) This Trust Agreement 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 Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, Bonds may also be modified or amended from time to time and at any time by a supplemental or amending agreementSupplemental Indenture, which the Authority and the Trustee may enter into without the consent of any such Bond Owners, but only for any one or more of the following purposes: (1i) to add to the covenants and agreements of any party, the Authority in this Indenture contained other covenants and agreements thereafter to be 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 Trustee 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 authentication and delivery of Additional Bonds; (for its own behalf) or the City, (2ii) to secure additional revenues make such provisions for the purpose of curing any ambiguity, inconsistency or provide additional security omission, or reserves for payment of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Obligations, Authority may deem necessary or desirable; (3iii) to comply with modify, amend or supplement this Indenture in such manner as to permit the requirements of any state or federal securities laws or qualification hereof under the Trust Indenture Act of 1939, as from time to time amended, if required or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by law said act or regulation lawfully issued thereundersimilar 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. (4v) 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 successor separate trustee pursuant 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 then Outstanding. (c) The Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Indenture 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 terms hereofTrustee entering into any Supplemental Indenture hereunder, (5) there shall be delivered to preserve 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 of interest represented by the Obligations 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, the Bonds. (6e) Provision of this Section are subject to cure, correct or supplement any ambiguous or defective provision contained herein or therein,Section 9.03 hereof.

Amendments Permitted. (a) This Trust Agreement Master Indenture and the rights and obligations of the City and of the Owners of the Obligations and the Purchase Agreement and the rights and obligations of the parties thereto, Improvement Area #3 Bonds may be modified or amended at any time by a supplemental Supplemental Indenture, except as provided below, pursuant to the affirmative vote at a meeting of Owners of the Improvement Area #3 Bonds, or amending agreement which shall become effective when with the written consent without a meeting, of the Owners of at a majority in of the aggregate principal amount of all Obligations the Improvement Area #3 Bonds 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 (1i) extend the maturity of any Improvement Area #3 Bond or have the effect of extending the final payment of principal represented by any Obligation or reducing reduce the interest rate represented thereby or extending the time of payment of interestthereon, or reducing otherwise alter or impair the amount obligation of the City to pay the principal thereofof, and the interest and any premium on, any Improvement Area #3 Bond, without the express consent of the Owner of such ObligationImprovement Area #3 Bond, or (2ii) 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 or have the effect of reducing the percentage of Obligations Improvement Area #3 Bonds required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase Agreement, or (3) hereof. Any such amendment may not modify any of the rights or obligations of the Trustee without its prior written assent theretoconsent. Any such supplemental or amending agreement shall become effective as provided in Section 8.2. (b) This Trust Agreement Master Indenture and the rights and obligations of the Owners City and of the Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, Owners may also be modified or amended at any time by a supplemental or amending agreementSupplemental Indenture, without the consent of any such Owners, but 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 any partythe City in this Master Indenture contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to the Trustee (for its own behalf) or conferred upon the City, ; (2) to secure additional revenues or provide additional security or reserves for payment of the Obligations, make modifications not adversely affecting any Outstanding Improvement Area #3 Bonds in any material respect; (3) to comply with make such provisions for the requirements purpose of curing any state ambiguity, or federal securities laws of curing, correcting or the Trust Indenture Act of 1939supplementing any defective provision contained in this Master Indenture, or in regard to questions arising under this Master Indenture, as from time to time amendedthe City and the Trustee may deem necessary or desirable and not inconsistent with this Master Indenture, if required by law or regulation lawfully issued thereunder, and that shall not adversely affect the rights of the Owners of the Improvement Area #3 Bonds; and (4) to provide for the appointment of a successor trustee pursuant make such additions, deletions or modifications as may be necessary or desirable to the terms hereof, (5) to preserve the exclusion assure exemption from federal income taxation of interest represented by on the Obligations 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, (6) to cure, correct or supplement any ambiguous or defective provision contained herein or therein,Improvement Area #3

Amendments Permitted. (a) This Trust Agreement Indenture and the rights and obligations of the Agency and of the Owners of the Obligations Bonds and the Purchase Agreement and the rights and obligations of the parties thereto, Trustee may be modified or amended from time to time and at any time by a an indenture or indentures supplemental or amending agreement thereto, which shall become effective the Agency and the Trustee may enter into when the written consent consents of the Owners of a majority in aggregate principal amount of all Obligations Bonds 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 (1i) extend the fixed maturity of any Bonds, or have reduce the effect of extending the final payment amount of principal represented by any Obligation thereof or reducing extend the time of payment, or change the method of computing the rate of interest rate represented thereby thereon, or extending extend the time of payment of interest, or reducing the amount of principal thereofinterest thereon, without the express consent of the Owner of such Obligationeach Bond so affected, or (2ii) reduce or have the effect of reducing the aforesaid percentage of Obligations Bonds the consent of the Owners of which is required to effect any such modification or amendment, or permit the creation 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 deprive the Owners of the Bonds of the lien created by this Indenture on such Revenues and other assets (except as expressly provided in this Indenture), without the consent of the Owners of all of the Bonds then Outstanding. It shall not be necessary 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 Bond Owners to approve the particular form of any Sup- plemental Indenture, but it shall be sufficient if such consent shall approve the Trustee without its written assent thereto. Any such supplemental or amending agreement shall become effective as provided in Section 8.2substance thereof. (b) This Trust Agreement Indenture and the rights and obligations of the Agency, of the Trustee and the Owners of the Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, Bonds may also be modified or amended from time to time and at any time by a supplemental or amending agreementSupplemental Indenture, which the Agency and the Trustee may enter into without the consent of any such Bond Owners, but only if the Trustee has been furnished an opinion of counsel that the provisions of such Supplemental Indenture shall not materially adversely affect the interests of the Owners of the Bonds, including, without limitation, for any one or more of the following purposes: (1i) to add to the covenants and agreements of any party, the Agency in this Indenture con- tained other covenants and agreements thereafter to be observed, to pledge or assign ad- ditional security for the Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Trustee Agency; (for its own behalf) or the City, (2ii) to secure additional revenues make such provisions for the purpose of curing any ambiguity, inconsistency or provide additional security omission, or reserves for payment of curing or correcting any defective provision, contained in this Inden- ture, or in regard to matters or questions arising under this Indenture, as the Obligations, Agency may deem necessary or desirable; or (3iii) to comply with modify, amend or supplement this Indenture in such manner as to permit the requirements of any state or federal securities laws or qualification hereof under the Trust Indenture Act of 1939, as from time to time amended, if required or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by law said act or regulation lawfully issued thereunder, similar federal statute. (4iv) to provide for modify, amend or supplement this Indenture in such manner as to cause interest on the appointment of a successor trustee pursuant Bonds to the terms hereof, (5) to preserve the exclusion of interest represented by the Obligations remain excludable from gross income of the Owners under the Code. (c) The Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Indenture 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 other- wise. (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 Supple- mental 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 of the Owners 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, the Bonds. (6e) Written notice of any amendment or modification made pursuant to cure, correct this Section 9.01 shall be given by the Agency to any rating agency then rating the Bonds at least thirty (30) days prior to the effective date of such amendment or supplement any ambiguous or defective provision contained herein or therein,modification.

Amendments Permitted. (a) This Trust Agreement and the rights and obligations of the Agency and of the Owners of the Obligations and the Purchase Agreement and the rights and obligations of the parties thereto, Bonds may be modified or amended at any time by a supplemental Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or amending agreement which shall become effective when with the written consent without a meeting, of the Owners of a majority at least sixty percent (60%) in aggregate principal amount of all Obligations the Bonds then Outstanding, exclusive of Obligations Bonds disqualified as provided in Section 8.3, shall have been filed with the Trustee8.04. No such modification or amendment shall (1i) extend the maturity of any Bond or have the effect of extending the final payment of principal represented by any Obligation or reducing reduce the interest rate represented thereby or extending the time of payment of interestthereon, or reducing otherwise alter or impair the amount obligation of the Agency to pay the principal thereofof, and the interest and any premium on, any Bond, without the express consent of the Owner of such ObligationBond, or (2ii) 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 or have the effect of reducing the percentage of Obligations Bonds required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase Agreement, or (3) hereof. No such amendment may modify any of the rights or increase any of the obligations of the Trustee Fiscal Agent (other than pursuant to Section 8.01(D)) without its written assent theretoconsent. 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 Agency and of the Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, Owners may also be modified or amended at any time by a supplemental or amending agreementSupplemental Agreement, without the consent of any such Owners, but only to the extent permitted by law and only for any one or more of the following purposes: (1A) to add to the covenants and agreements of any partythe Agency 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 Trustee Agency; (for its own behalf) or the City, (2B) to secure additional revenues or provide additional security or reserves for payment make modifications not adversely affecting any outstanding series of the Obligations, Bonds in any material respect (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 appointment of a successor trustee pursuant to the terms hereof, (5) to preserve the exclusion of interest represented by the Obligations 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, Agency in an Officer’s Certificate); (6C) to curemake such provisions for the purpose of curing any ambiguity, correct or supplement of curing, correcting or supplementing any ambiguous or defective provision contained herein in this Agreement, or therein,in regard to questions arising under this Agreement, as the Agency may deem necessary or desirable and not inconsistent with this Agreement, and which shall not materially adversely affect the rights of the Owners of the Bonds (as represented by the 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 interest on the Bonds; or (E) in connection with the issuance or incurrence of Parity Bonds under and pursuant to Section 2.12.

Amendments Permitted. (a) 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 by a supplemental or amending agreement which shall become effective when the written consent of the Owners of a majority in aggregate principal 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 final payment fixed maturity of principal represented by any Obligation or reducing the interest rate represented thereby 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 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 by a supplemental or amending agreement, without the consent of any such Owners, but only (1) to add provide for additions or modifications to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein reserved to the Trustee (for its own behalf) or the City, (2) to secure additional revenues or provide additional security or reserves for payment of the 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 appointment of a successor trustee pursuant to the terms hereof, (5) to preserve the exclusion of interest represented by the Obligations 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, (6) to cure, correct or supplement any ambiguous or defective provision contained herein or thereinProjects,

Amendments Permitted. (a) This Trust Agreement Indenture and any of the rights and obligations of the Authority and of the Owners of the Obligations Bonds and the Purchase Agreement and the rights and obligations of the parties thereto, Trustee may be modified or amended from time to time and at any time by a an indenture or indentures supplemental or amending agreement thereto, which shall become effective the Authority and the Trustee may enter into when the written consent consents of the Owners of a majority in aggregate principal amount of all Obligations Bonds then Outstanding, exclusive of Obligations disqualified as provided in Section 8.3Outstanding which are affected by the amendment, shall have been filed with the Trustee. No ; provided, however, no such modification or amendment without the consent of the Owners of all of the Bonds then Outstanding which would be affected thereby, shall (1i) extend the fixed maturity of any Bonds, or have reduce the effect of extending the final payment amount of principal represented by any Obligation thereof or reducing extend the time of payment, or change the method of computing the rate of interest rate represented thereby thereon, or extending extend the time of payment of interest, or reducing the amount of principal thereofinterest thereon, without the express consent of the Owner of such Obligationeach Bond so affected, or (2ii) reduce or have the effect of reducing the aforesaid percentage of Obligations Bonds the consent of the Owners of which is required for the affirmative vote to effect any such modification or written consent to an amendment or modification of this Trust Agreement or the Purchase Agreementamendment, or (3iii) modify permit the creation 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) deprive the Owners of the rights or obligations Bonds of the Trustee lien created by this Indenture on such Revenues and other assets (except as expressly provided in this Indenture), without its written assent theretothe consent of the Owners of all of the Bonds then Outstanding. Any It shall not be necessary for the consent of the Bond Owners to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such supplemental or amending agreement consent shall become effective approve the substance thereof. Consent of the Owners may be obtained as provided in Section 8.29.02 hereof. (b) This Trust Agreement 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 Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, Bonds may also be modified or amended from time to time and at any time by a supplemental or amending agreementSupplemental Indenture, which the Authority and the Trustee may enter into without the consent of any such Bond Owners, but only for any one or more of the following purposes: (1i) to add to the covenants and agreements of any party, the Authority in this Indenture contained other covenants and agreements thereafter to be 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 Trustee 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 authentication and delivery of Additional Bonds; (for its own behalf) or the City, (2ii) to secure additional revenues make such provisions for the purpose of curing any ambiguity, inconsistency or provide additional security omission, or reserves for payment of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Obligations, Authority may deem necessary or desirable; (3iii) to comply with modify, amend or supplement this Indenture in such manner as to permit the requirements of any state or federal securities laws or qualification hereof under the Trust Indenture Act of 1939, as from time to time amended, if required or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by law said act or regulation lawfully issued thereundersimilar 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. (4v) 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 successor separate trustee pursuant 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 then Outstanding. (c) The Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Indenture 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 terms hereofTrustee entering into any Supplemental Indenture hereunder, (5) there shall be delivered to preserve 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 of interest represented by the Obligations 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, the Bonds. (6e) Provision of this Section are subject to cure, correct or supplement any ambiguous or defective provision contained herein or therein,Section 9.03 hereof.

Amendments Permitted. (a) This Trust Agreement The Indenture and the rights and obligations of the Authority, the Owners of the Obligations Bonds and the Purchase Agreement and the rights and obligations of the parties thereto, Trustee may be modified or amended from time to time and at any time by a an indenture or indentures supplemental or amending agreement thereto, which shall become effective the Authority and the Trustee may enter into when the written consent of the Owners of a majority in aggregate principal amount of all Obligations Bonds then Outstanding, exclusive of Obligations Bonds that are disqualified as provided in Section 8.311.09, shall have has been filed with the Trustee, together with the prior written consent of the Insurer, so long as the Policy is in full force and effect and the Insurer has not defaulted on its obligations thereunder. No such modification or amendment shall may: (1) extend the fixed maturity of any Bonds, or have reduce the effect of extending the final payment amount of principal represented by any Obligation thereof or reducing premium (if any) thereon, or extend the time of payment, or change the rate of interest or the method of computing the rate represented thereby of interest thereon, or extending extend the time of payment of interest, or reducing the amount of principal thereofinterest thereon, without the express consent of the Owner of such Obligation, each Bond so affected; or (2) reduce or have the effect of reducing the aforesaid percentage of Obligations required for Bonds 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 which is required to affect any such modification or amendment, or permit the Obligationscreation of any lien on the Authority Revenues and other assets pledged under the Indenture prior to or on a parity with the lien that is created by the Indenture except as permitted herein, and or deprive the Purchase Agreement and the rights and obligations Owners of the parties thereto, may be modified or amended at any time Bonds of the lien created by a supplemental or amending agreementthe Indenture on such Authority Revenues and other assets except as permitted herein, without the consent of the Owners of all of the Bonds then Outstanding. It shall not be necessary for the consent of the 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 the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (a), the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and the Owners of the Bonds at the respective addresses shown on the Registration Books. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Owners, but only (1) 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 Trustee (for its own behalf) or the City, (2) to secure additional revenues or provide additional security or reserves for payment of the 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 appointment of a successor trustee pursuant to the terms hereof, (5) to preserve the exclusion of interest represented by the Obligations 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, (6) to cure, correct or supplement any ambiguous or defective provision contained herein or therein,Supplemental Indenture.

Amendments Permitted. (a) This Trust Agreement and the rights and obligations of the Owners of the Obligations and the Purchase Agreement Site Lease, the Lease and the rights and obligations of the parties thereto, may be modified or amended at any time by a supplemental or amending agreement which shall become effective when the written consent of the Owners of a majority at least 51% in aggregate principal amount of all Obligations the Certificates then Outstanding, exclusive of Obligations Certificates disqualified as provided in Section 8.310.3, shall have been filed with the Trustee; provided, that the Trustee shall enter into a Supplemental Trust Agreement with the Corporation and the City upon the City’s entering into a Supplemental Lease Agreement with the Corporation. No such modification or amendment shall (1) extend or have the effect of extending the final payment fixed maturity of principal represented by any Obligation Certificate or reducing the interest rate represented thereby with respect thereto or extending the time of payment of interestthe Interest Component, or reducing the amount of principal Principal Component thereof or reducing any premium payable upon the prepayment thereof, without the express consent of the Owner of such ObligationCertificate, or (2) reduce or have the effect of reducing the percentage of Obligations Certificates required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase AgreementLease, 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) 10.2. This Trust Agreement and the rights and obligations of the Owners of Owners, the ObligationsLease, and the Purchase Agreement Site Lease and the rights and obligations of the parties thereto, may be modified or amended at any time by a supplemental or amending agreement, without notice to or the consent of any such Owners, but only to the extent permitted by law and only (1) 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 Trustee (for its own behalf) or the City, (2) to secure additional revenues or provide additional security or reserves for payment of the 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 appointment of a successor trustee pursuant to the terms hereof, (5) to preserve the exclusion of interest represented by the Obligations 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, (6) 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 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 become effective upon execution and delivery by the parties hereto or thereto as the case may be.

Amendments Permitted. (a) 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 by a supplemental or amending agreement which shall become effective when the written consent of the Owners of a majority in aggregate of the principal amount of all Obligations then Outstanding, exclusive of Obligations disqualified as provided in Section 8.3, 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 rate 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 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 by a supplemental or amending agreement, without the consent of any such OwnersOwner, but only (1) to add provide for additions or modifications to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein reserved to the Trustee (for its own behalf) or the City, (2) to secure additional revenues or provide additional security or reserves for payment of the 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 appointment of a successor trustee pursuant to the terms hereof, (5) to preserve the exclusion of interest represented by the Obligations 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, (6) to cure, correct or supplement any ambiguous or defective provision contained herein or therein,Project;

Amendments Permitted. (a) This Trust Agreement The Indenture or any Supplemental Indenture and the rights and obligations of the Owners City and of the Obligations and the Purchase Agreement and the rights and obligations Holders of the parties thereto, Bonds may be modified or amended at any time by a supplemental Supplemental Indenture and pursuant to the affirmative vote at a meeting of Bondholders, or amending agreement which shall become effective when with the written consent without a meeting, (1) of the Owners Holders of at least a majority in aggregate principal Principal amount of all Obligations the Bonds then Outstanding, exclusive 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 Sinking Fund Installment, 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 any Supplemental Indenture and the rights and obligations of the City, the Holders of the Bonds, the Security Instrument Issuers and the Reserve Instrument Issuers may also be modified or amended at any time by a Supplemental Indenture, without the consent of any 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 provisions of Article II; (4) to provide for the issuance of the Bonds pursuant to a book-entry system or as uncertificated registered public obligations pursuant to the provisions of the Registered Public Obligations disqualified Act, Chapter 7 of Title 15 of the Utah Code Annotated 1953, as provided 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 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 judgment of the Trustee is not materially adverse to the Holders of the Bonds; provided, however, that any such modification, alteration, amendment or supplement pursuant to this Section 8.3, 12.01(b)(7) shall not take effect until the 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 been filed 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 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 materially adversely affect the rights or interests of the Holders of any Outstanding Bonds requested by a Rating Agency in 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 Trustee. No 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 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) and (b) to the effect that such modification or amendment will 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, 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 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 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 Code; and (17) to provide for the appointment or replacement of a 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), (7), (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 of any Bond, or have reduce the effect of extending Principal amount or Redemption Price thereof, or reduce the final payment of principal represented by any Obligation rate or reducing the interest rate represented thereby or extending extend the time of payment of interest, or reducing the amount of principal thereofinterest thereon, without the express consent of the Owner Holder of such Obligationeach Bond so affected, or (2) reduce or have the effect of reducing the aforesaid percentage of Obligations Bonds required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase AgreementIndenture, without the consent of the Holders of all of the Bonds then Outstanding, or (3) without its written consent thereto, modify any of the rights or obligations of the Trustee without its written assent thereto. Any such supplemental or amending agreement Trustee. (d) Each Supplemental Indenture authorized by this Section shall become effective as provided of the date of its execution and delivery or such other date as shall be specified in Section 8.2such Supplemental Indenture. (be) This Trust Agreement and No amendment shall be permitted pursuant to this Section 8.01 which shall affect (1) the rights or duties of a Security Instrument Issuer or Reserve Instrument Issuer of a Security Instrument or a Reserve Instrument as the case may be, then in full force and obligations effect and not in default on a payment obligation, or (2) the Series of the Owners of the Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, may be modified Bonds for which a Security Instrument Issuer or amended at any time by a supplemental or amending agreementReserve Instrument Issuer provides security, without the consent of such Security Instrument Issuer or Reserve Instrument Issuer as the case may be. (f) Notwithstanding any such Owners, but only (1) to add provisions of the Indenture to the covenants and agreements contrary, a Supplemental Indenture providing for the issuance by a Security Instrument Issuer of any partya Security Instrument in connection with a Series of Bonds issued under the Indenture may provide, among other covenants provisions, that the Security Instrument Issuer shall at all times, so long as the Series of Bonds remains Outstanding, be deemed to be observed, or to surrender any right or power herein reserved the exclusive owner of all of the Bonds of such Series for the purpose of consenting to the Trustee (for its own behalf) or the City, (2) to secure additional revenues or provide additional security or reserves for payment of the 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 appointment execution and delivery of a successor trustee Supplemental Indenture pursuant to the terms hereof, (5) to preserve the exclusion provisions of interest represented by the Obligations 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, (6) to cure, correct or supplement any ambiguous or defective provision contained herein or therein,Section 8.01(a).

Amendments Permitted. (a1) This Trust Issuing and Paying Agent Agreement and the rights and obligations of the City, the Owners of the Obligations Notes and the Purchase Agreement Issuing and the rights and obligations of the parties thereto, Paying Agent may be modified or amended at any time by a supplemental or amending agreement Supplement, which shall become effective when the City and the Issuing and Paying Agent may enter into with the written consent of each Bank and the Owners of a majority in aggregate principal amount of all Obligations the Notes (or, if such Supplement is only applicable to a Series of Notes, such Series of Notes) then Outstanding, exclusive of Obligations disqualified as provided in Section 8.3, Outstanding and which shall have been filed with the Trustee. No Issuing and Paying Agent; provided that if such modification or amendment shall (1) extend or have will, by its terms, not take effect so long as any Notes of any particular maturity remain Outstanding, the effect of extending the final payment of principal represented by any Obligation or reducing the interest rate represented thereby or extending the time of payment of interest, or reducing the amount of principal thereof, without the express consent of the Owner Owners of such Obligation, or Notes shall not be required and such Notes shall not be deemed to be Outstanding for the purpose of any calculation of Notes Outstanding under this Section. (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 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 Issuing and Paying Agreement and the rights and obligations of the City and of the Owners of the Obligations, Notes and the Purchase Agreement and the rights and obligations of the parties thereto, Issuing and Paying Agent may also be modified or amended at any time by a supplemental Supplement entered into by the City and the Issuing and Paying Agent which shall become binding when the written consents of each Bank and/or each provider of a Letter of Credit or amending agreementan Alternate Facility shall have been filed with the Issuing and Paying Agent, provided that at such time the payment of all the principal of and interest on all Outstanding Notes shall be payable under a Letter of Credit or an Alternate Facility the provider of which shall be a financial institution or association having unsecured debt obligations rated, or insuring or securing other debt obligations rated on the basis of such insurance or letters of credit, in one of the three highest Rating Categories of each Rating Agency. (3) No such modification or amendment shall (A) extend the fixed maturity of any Note, or reduce the amount of principal thereof, or extend the time of payment provided for any Note, or reduce the rate of interest thereon, or extend the time of payment of interest thereon, without the consent of the Owner of each Note so affected, or (B) reduce the aforesaid percentage of principal the consent of the Owners of which is required to effect any such Ownersmodification or amendment, or permit the creation of any lien on the Surplus Revenues and other assets pledged under this Issuing and Paying Agreement prior to or on a parity with the lien created by this Issuing and Paying Agreement, or deprive the Owners of the Notes or the Banks of the lien created by this Issuing and Paying Agreement on such Surplus Revenues and other assets (in each case, except as expressly provided in this Issuing and Paying Agreement), without the consent of the Owners of all of the Notes then Outstanding and the Banks. It shall not be necessary for the consent of the Noteholders to approve the particular form of any Supplement, but it shall be sufficient if such consent shall approve the substance thereof. (b) This Issuing and Paying Agreement and the rights and obligations of the City, of the Issuing and Paying Agent and of the Owners of the Notes may also be modified or amended at any time by a Supplement, which the City may adopt without the consent of any Noteholders but 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 any party, the City in this Issuing and Paying Agreement contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Notes or a Reimbursement Agreement (or any portion thereof), or to surrender any right or power herein reserved to the Trustee (for its own behalf) or conferred upon the City, ; (2) to secure additional revenues make provisions for the purpose of curing any ambiguity, inconsistency or provide additional security omission, or reserves for payment of the Obligationscuring or correcting any defective provision, contained in this Issuing and Paying Agreement; (3) to comply with modify, amend or supplement this Issuing and Paying Agreement in such manner as to permit the requirements of any state or federal securities laws or qualification hereof under the Trust Indenture Act of 1939, as from time to time amended, if required or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by law said act or regulation lawfully issued thereundersimilar federal statute, and which shall not materially and adversely affect the interests of the Owners of the Notes; (4) to make modifications or adjustments necessary, appropriate or desirable to provide for the issuance of Parity Debt with such interest rate, payment, maturity and other terms as the City may deem desirable; subject to the provisions of Sections 3.03, 3.04, and 3.05. (5) to provide for the appointment issuance of a successor trustee pursuant to Notes in book-entry form, provided that no such provision shall materially and adversely affect the terms hereof, interests of the Owners of the Notes; (56) to preserve make modifications or adjustments necessary, appropriate or desirable to accommodate credit enhancements and liquidity facilities, including any Alternate Facility, provided that no such provision shall materially and adversely affect the interests of the Owners of the Notes; (7) if the City agrees in a Supplement to maintain the exclusion of interest represented by the Obligations on a Series of Notes from gross income for purposes of federal income taxation, to make such provisions as are necessary or State income taxes appropriate to ensure such exclusion; (8) to provide for the issuance of an additional Series of Notes pursuant to provisions of Section 3.04 or Section 3.05; and (9) for any other purpose that does not materially and to preserve adversely affect the power interests of the City Owners of the Notes or the Banks, including, without limitation, to continue provide for changes requested by a Rating Agency in order to issue bonds obtain or incur maintain a credit rating for any Series of Notes. Notwithstanding any other obligations provision hereof, no modification or amendment hereto shall affect the interest on which is likewise exempt from federal and State income taxesrights, (6) to cure, correct remedies or supplement any ambiguous or defective provision contained herein or therein,security of the Banks hereunder without the prior written consent of the Banks.

Amendments Permitted. (a) This Trust Agreement and Indenture, with respect to the rights and obligations of the Owners of the Obligations Certificates, and the Purchase Agreement Lease and the rights and obligations of the parties thereto, may be modified or amended at any time by a supplemental or amending agreement which shall will become effective when the written consent consents of the Owners of a majority sixty percent (60%) in aggregate principal amount of all Obligations the Certificates then Outstanding, exclusive of Obligations disqualified as provided in Section 8.3, shall will have been filed with the Trustee. No such modification or amendment shall will (1a) extend or have the effect of extending the final payment fixed maturity of principal represented by any Obligation the Certificates or reducing the interest rate represented thereby 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 ObligationCertificates, or (2b) reduce or have the effect of reducing the percentage of Obligations the Certificates required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase AgreementLease, or (3c) modify any of the rights or obligations of the Trustee without its prior written assent thereto. Any such supplemental or amending agreement shall will become effective as provided in Section 8.2. (b) 10.02. This Trust Agreement and Indenture with respect to the rights and obligations of the Owners of the ObligationsCertificates, and the Purchase Agreement Lease and the rights and obligations of the parties thereto, may be modified or amended at any time by a supplemental or amending agreement, without the consent of any such Owners, but only (1) to add to the covenants extent permitted by law, and agreements of any party, other covenants to be observed, or to surrender any right or power herein reserved to the Trustee only (for its own behalf) or the City, (2) to secure additional revenues or provide additional security or reserves for payment of the 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 appointment of a successor trustee pursuant to the terms hereof, (5) to preserve the exclusion of interest represented by the Obligations 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, (6a) to cure, correct or supplement any ambiguous or defective provision contained herein or therein,therein in a manner not inconsistent with the 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 Owners of such Certificates. Any such supplemental agreement will become effective upon execution and delivery by the parties hereto or thereto as the case may be.

Amendments Permitted. (a) This Trust Agreement and the rights and obligations of the District and of the Owners of the Obligations Bonds and the Purchase Agreement and the rights and obligations of the parties thereto, Additional Bonds may be modified or amended at any time by a supplemental Supplemental Agreement pursuant to the affirmative vote, at a meeting of Owners, or amending agreement which shall become effective when with the written consent without a meeting, of the Owners of a majority at least sixty percent (60%) in aggregate principal amount of all Obligations the Bonds and Additional Bonds then Outstanding, exclusive of Obligations Bonds and Additional Bonds disqualified as provided in Section 8.3, shall have been filed with the Trustee9.4. No such modification or amendment shall (1i) extend the maturity of any Bond or have the effect of extending the final payment of principal represented by any Obligation or reducing reduce the interest rate represented thereby or extending the time of payment of interestthereon, or reducing otherwise alter or impair the amount obligation of the District to pay the principal thereofof, and the interest and any premium on, any Bond, without the express consent of the Owner of such ObligationBond, or (2ii) 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 or have the effect of reducing the percentage of Obligations Bonds and Additional Bonds required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase Agreement, or (3) hereof. Any such amendment may not modify any of the rights or obligations of the Trustee Fiscal Agent without its written assent thereto. Any such supplemental or amending agreement shall become effective as provided in Section 8.2consent. (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 by a supplemental or amending agreement, without the consent of any such Owners, but only (1a) to add to the covenants and agreements of any partythe 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 Trustee District; (for its own behalf) or the City, (2b) to secure additional revenues or provide additional security or reserves for payment make modifications not adversely affecting any Outstanding Bonds and Additional Bonds of the Obligations, District in any material respect; (3c) to comply with make such provisions for the requirements purpose of curing any state ambiguity, inconsistency or federal securities laws omission of curing, correcting or the Trust Indenture Act of 1939supplementing 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 adversely affect the rights of the Owners of the Bonds and Additional Bonds in any material respect; (d) to make such additions, deletions or modifications as may be necessary or desirable to assure the exclusion from time to time amendedgross income for federal income tax purposes of interest on the Authority Bonds, if required by law or regulation lawfully issued thereunder, as applicable; or (4e) to provide for the appointment issuance of a successor trustee pursuant to Additional Bonds in accordance with the terms hereof, (5) to preserve the exclusion provisions of interest represented by the Obligations 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, (6) to cure, correct or supplement any ambiguous or defective provision contained herein or therein,this Agreement.

Amendments Permitted. (a) This Trust Agreement Indenture and the rights and obligations of the Authority and of the Owners of the Obligations Bonds and the Purchase Agreement and the rights and obligations of the parties thereto, Trustee may be modified or amended from time to time and at any time by a an indenture or indentures supplemental or amending agreement thereto, which shall become effective the Authority and the Trustee may enter into when the written consent of the Office and the Owners of a majority in aggregate principal amount of all Obligations the Bonds then Outstanding, exclusive of Obligations disqualified as provided in Section 8.3, Outstanding shall have been filed with the Trustee; provided that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any particular maturity remain Outstanding, the consent of the 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 Bonds Outstanding under this Section 9.01. No such modification or amendment shall (1) extend or have the effect fixed maturity of extending the final payment of principal represented by any Obligation or reducing the interest rate represented thereby or extending the time of payment of interestBond, or reducing reduce the amount of principal thereof, or extend the time of payment or reduce the amount of any Mandatory Sinking Account Payment provided in this Indenture for the payment of any Bond, or reduce the rate of interest thereon, or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the express consent of the Owner of such Obligationeach Bond so affected, or (2) reduce or have the effect of reducing the aforesaid percentage of Obligations Bonds the consent of the Owners of which is required to effect any such modification or amendment, or permit the creation 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, or deprive the Owners of the Bonds of the lien created by this Indenture on such Revenues and other assets (except as expressly provided in this Indenture and the Loan Agreement), without the consent of the Owners of all of the Bonds then Outstanding. It shall not be necessary for the affirmative vote or written consent of the Owners to an amendment or modification 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 Trust Agreement or subsection (a), the Purchase AgreementTrustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to the Owners at the addresses shown on the bond registration books maintained by the Trustee. Any failure to give such notice, or (3) modify any defect therein, shall not, however, in any way impair or affect the validity of the rights or obligations of the Trustee without its written assent thereto. Any any such supplemental or amending agreement shall become effective as provided in Section 8.2Supplemental Indenture. (b) This Trust Agreement Indenture and the rights and obligations of the Authority, of the Trustee and of the Owners of the Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, Bonds may also be modified or amended from time to time and at any time by a an indenture or indentures supplemental or amending agreementhereto, which the Authority and the Trustee may enter into without the consent of any such Owners, but only with the consent of the Corporation and the Office if the Trustee has been furnished an Opinion of Counsel, that the provisions of such Supplemental Indenture shall not materially adversely affect the interests of the Owners, including, without limitation, for any one or more of the following purposes: (1i) to add to the covenants and agreements of any party, the Authority in this Indenture contained other covenants and agreements thereafter to be 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 Trustee Authority; (for its own behalf) or the City, (2ii) to secure additional revenues make such provisions for the purpose of curing any ambiguity, inconsistency or provide additional security omission, or reserves for payment of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority may deem necessary or desirable and not inconsistent with this Indenture; (iii) to make such additions, deletions or modifications as may be necessary to assure compliance with sections 145 or 148 of the ObligationsCode, or otherwise to assure the exclusion from gross income under federal tax law of interest on the Bonds; (3iv) to comply with modify, amend or supplement this Indenture in such manner as to permit the requirements of any state or federal securities laws or qualification hereof under the Trust Indenture Act of 1939, as from time to time amended, if required or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by law said act or regulation lawfully issued thereunder, similar federal statute; or (4v) to provide for modify, amend or supplement the appointment of a successor trustee pursuant provisions relating to the terms hereof, (5) giving of notices of redemption in such manner as to preserve comply with Securities and Exchange Commission guidelines on the exclusion giving of interest represented such notices. The Trustee shall give notice of any such modification or amendment to the Owners of all Bonds then Outstanding at the addresses shown on the registration books maintained by the Obligations from Trustee provided the Trustee shall incur no liability for failure to do so. (c) The Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (a) or (b) of this Section 9.01 which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. (d) Prior to entering into any Supplemental Indenture, the Trustee may require the Authority to file with it an opinion of Bond Counsel to the effect that the execution and delivery of such Supplemental Indenture by the Trustee and the Authority (i) is in compliance with the terms and conditions hereof and (ii) will not cause interest on any Bonds Outstanding to become includable in 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, (6) to cure, correct or supplement any ambiguous or defective provision contained herein or therein,tax purposes.

Amendments Permitted. (a) This Trust Agreement and the rights and obligations of the County and of the Owners of the Obligations and the Purchase Agreement and the rights and obligations of the parties thereto, Bonds may be modified or amended at any time by a supplemental Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or amending agreement which shall become effective when with the written consent without a meeting, of the Owners of a majority at least sixty percent (60%) in aggregate principal amount of all Obligations the Bonds then Outstanding, exclusive of Obligations Bonds disqualified as provided in Section 8.3, shall have been filed with the Trustee8.04. No such modification or amendment shall (1i) extend the maturity of any Bond or have the effect of extending the final payment of principal represented by any Obligation or reducing reduce the interest rate represented thereby or extending the time of payment of interestthereon, or reducing otherwise alter or impair the amount obligation of the County to pay the principal thereofof, and the interest and any premium on, any Bond, without the express consent of the Owner of such ObligationBond, or (2ii) 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 or have the effect of reducing the percentage of Obligations Bonds required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase Agreement, or (3) hereof. No such amendment may modify any of the rights or increase any of the obligations of the Trustee Fiscal Agent (other than pursuant to Section 8.01(D)) without its written assent theretoconsent. 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 County and of the Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, Owners may also be modified or amended at any time by a supplemental or amending agreementSupplemental Agreement, without the consent of any such Owners, but only to the extent permitted by law and only for any one or more of the following purposes: (1A) to add to the covenants and agreements of any partythe 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 Trustee County; (for its own behalf) or the City, (2B) to secure additional revenues or provide additional security or reserves for payment make modifications not adversely affecting any outstanding series of the Obligations, Bonds in any material respect; (3C) 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 make such provisions for the appointment purpose of a successor trustee pursuant to the terms hereofcuring any ambiguity, (5) to preserve the exclusion or of interest represented by the Obligations from gross income for purposes of federal curing, correcting 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, (6) to cure, correct or supplement supplementing any ambiguous or defective provision contained herein in this Agreement, or therein,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 Bondowner, such consent to not be unreasonably withheld or delayed.

Amendments Permitted. (a) This Trust Agreement (and the rights and obligations of the Owners of the Obligations Obligations) and the Purchase Agreement (and the rights and obligations of the parties thereto), may be modified or amended 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 principal amount of all the Obligations then Outstanding, exclusive of Obligations disqualified as provided in Section 8.39.3 hereof, shall have been filed with the Trustee. No such modification or amendment shall (1i) extend or have the effect of extending the final stated payment date of principal represented by any Obligation or reducing the interest rate represented thereby 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, or (2ii) 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 (3iii) 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 8.29.2 hereof. (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 by a supplemental or amending agreement, without the consent of any such Owners, but only (1i) 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 Trustee (for its own behalf) or the City, (2ii) to secure provide additional revenues or provide additional security or reserves for payment of the 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 appointment of a successor trustee pursuant to the terms hereof, (5) to preserve the exclusion of interest represented by the Obligations 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, (6) to cure, correct or supplement any ambiguous or defective provision contained herein or therein,, (7) with respect to rating matters or (8) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which shall not materially adversely affect the interests of the Owners of the Obligations as evidenced by a special counsel’s opinion delivered by the City to the Trustee. Any such supplemental or amending agreement shall become effective upon execution and delivery by the parties hereto or thereto as the case may be. The Trustee may rely upon a special counsel’s opinion as conclusive evidence that any such supplemental or amending agreement complies with this Section.

Amendments Permitted. (a) This Trust Agreement and the rights and obligations of the Owners of the Obligations Certificates, the Installment Sale Agreement and the Purchase 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 at any time by a supplemental or amending agreement which shall become effective when the written consent of the Owners of a majority at least sixty percent (60%) in aggregate principal amount of all Obligations the Certificates then Outstanding, exclusive of Obligations Certificates disqualified as provided in Section 8.39.03 hereof, shall have been filed with the Trustee. No such modification or amendment shall (1) extend or have the effect of extending the final payment fixed maturity of principal represented by any Obligation Certificate or reducing the interest rate represented thereby with respect thereto or extending the time of payment of interest, or reducing the amount of principal thereof, without the express consent of the Owner of such Obligation, Certificate; or (2) reduce or have the effect of reducing the percentage of Obligations Certificates required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase a Installment Sale 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) 9.02 hereof. This Trust Agreement and the rights and obligations of the Owners of the Obligations, Certificates and the Purchase Installment Sale Agreement and the rights and obligations of the respective parties thereto, may be modified or amended at any time by a supplemental or amending agreement, without the consent of any such Owners, but only to the extent permitted by law and only (1) 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 Trustee (for its own behalf) Corporation or the City, District; (2) to secure additional revenues or provide additional security or reserves for payment of the 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 appointment of a successor trustee pursuant to the terms hereof, (5) to preserve the exclusion of interest represented by the Obligations 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, (6) to cure, correct or supplement any ambiguous or defective provision contained herein or therein,therein and which shall not, in the opinion of nationally recognized bond counsel, materially adversely affect the interests of the Owners of the Certificates; (3) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which shall not, in the opinion of nationally recognized bond counsel, materially adversely affect the interests of the Owners of the Certificates; (4) to make such 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 Installment Payments and the interest payable with respect to the Certificates; (5) to add to the rights of the Trustee; or (6) to maintain the rating or ratings assigned to the Certificates. Any such supplemental agreement shall become effective upon execution and delivery by the parties hereto or thereto, as the case may be. This Trust Agreement and the Installment Sale Agreement may not be modified or amended at any time by a supplemental agreement which would modify any of the rights and obligations of the Trustee without its written assent thereto. The Trustee may request an opinion of Independent Counsel that any amendment entered into hereunder complies with the provisions of this Article IX and the Trustee may rely conclusively on such opinion.

Amendments Permitted. (a) This Trust Agreement and the rights and obligations of the Owners of the Obligations Certificates, the Lease Agreement and the Purchase 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 at any time by a supplemental or amending agreement which shall become effective when the written consent of the Owners of a majority at least fifty percent (50%) in aggregate principal amount of all Obligations the Certificates then Outstanding, exclusive of Obligations Certificates disqualified as provided in Section 8.310.03 hereof, shall have been filed with the Trustee. No such modification or amendment shall (1) extend or have the effect of extending the final payment fixed maturity of principal represented by any Obligation Certificate or reducing the interest rate represented thereby with respect thereto or extending the time of payment of interest, or reducing the amount of principal thereof, without the express consent of the Owner of such Obligation, Certificate; or (2) reduce or have the effect of reducing the percentage of Obligations Certificates required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase a Lease 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) 10.02 hereof. This Trust Agreement and the rights and obligations of the Owners of the Obligations, Certificates and the Purchase Lease Agreement and the rights and obligations of the respective parties thereto, may be modified or amended at any time by a supplemental or amending agreement, without the consent of any such Owners, but only to the extent permitted by law and only (1) 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 Trustee (for its own behalf) Authority or the City, (2) to secure additional revenues or provide additional security or reserves for payment of the 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 appointment of a successor trustee pursuant to the terms hereof, (5) to preserve the exclusion of interest represented by the Obligations 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, (6) to cure, correct or supplement any ambiguous or defective provision contained herein or thereintherein and which shall not, in the opinion of nationally recognized bond counsel, adversely affect the interests of the Owners of the Certificates, (3) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which shall not, in the opinion of nationally recognized bond counsel, materially adversely affect the interests of the Owners of the Certificates; (4) to make such 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,