Common use of Amendments Permitted Clause in Contracts

Amendments Permitted. (a) This Indenture and the rights and obligations of Borrower and of the Registered Owners of the Notes and of Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental thereto, which Borrower and Trustee may enter into with the written consent of Credit Issuer and the Registered Owners of a majority in aggregate principal amount of all Notes then Outstanding, which consent Borrower and Credit Issuer shall file with Trustee. No such modification or amendment shall (i) extend the fixed maturity of any Note, reduce the amount of principal thereof, extend the time of payment or change the method of computing the rate of interest thereon or extend the time of payment of interest thereon, without the consent of the Registered Owner of each Note so affected; (ii) reduce the aforesaid percentage of Notes the consent of the Registered Owners of which is required to effect any such modification or amendment; or (iii) permit the creation of any lien on the Account Funds and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture or deprive the Registered Owners of the Notes of the lien created by this Indenture on such Account Funds and other assets (except as expressly provided in this Indenture), without the consent of the Registered Owners of all of the Notes then Outstanding, or (iv) adversely affect the interests of Tender Agent without its prior written consent. It shall not be necessary for the consent of the Registered 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 Borrower and Trustee of any Supplemental Indenture pursuant to this subsection (a), Trustee shall mail a copy of the Supplemental Indenture to Tender Agent and mail a notice to be prepared by Borrower, setting forth in general terms the substance of such Supplemental Indenture, to each rating agency then rating the Notes and the Registered Owners of the Notes at the address shown on the registration books of Note Registrar. However, any failure to give such notice, or any defect therein, shall not in any way impair or affect the validity of any such Supplemental Indenture. (b) This Indenture and the rights and obligations of Borrower, Trustee and the Registered Owners of the Notes may also be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which Borrower and Trustee may enter into without the consent of any Registered Owners but with the written consent of Credit Issuer, but only to the extent permitted by law including (without limitation) for any one or more of the following purposes: (i) to add to the covenants and agreements of Borrower contained in this Indenture other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Notes or to surrender any right or power herein reserved to or conferred upon Borrower; (ii) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as Borrower may deem necessary or desirable which do not adversely affect the rights of the Registered Owners hereunder; (iii) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute; (iv) to make such provisions for the purpose of conforming to the terms and provisions of any Alternate Letter of Credit or Alternate Credit Facility or to obtain a rating on the Notes which do not adversely affect the rights of the Registered Owners hereunder; and (v) to modify, amend or supplement this Indenture in any other respect which does not adversely affect the rights of the Registered Owners hereunder. Trustee shall give notice of any such modification or amendment to each rating agency then rating the Notes. (c) 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 materially adversely affects Trustee’s own rights, duties or immunities under this Indenture or otherwise. 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, Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such Supplemental Indenture is authorized or permitted by this Indenture.

Amendments Permitted. (a1) This Indenture Trust Agreement and the rights and obligations of Borrower and the Authority, the Holders of the Registered Owners of Bonds and the Notes and of Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental theretoa Supplemental Trust Agreement, which Borrower the Authority and the Trustee may enter into with when the written consent of Credit Issuer and the Registered Owners Holders of a majority in aggregate principal amount of all Notes Bond Obligation of the Bonds (or, if such Supplemental Trust Agreement is only applicable to a Series of Bonds, such Series of Bonds) then 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, which the consent Borrower of the Holders of such Bonds shall not be required and Credit Issuer such Bonds shall file with Trustee. not be deemed to be Outstanding for the purpose of any calculation of Bonds Outstanding under this Section. (2) No such modification or amendment shall (ia) extend the fixed maturity of any NoteBond, or reduce the amount of principal thereof, or extend the time of payment or change reduce the method amount of computing any Mandatory Sinking Account Payment provided for the payment of any Bond, or reduce the rate of interest thereon thereon, or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the Registered Owner Holder of each Note Bond so affected; , or (iib) reduce the aforesaid percentage of Notes Bond Obligation the consent of the Registered Owners Holders of which is required to effect any such modification or amendment; , or (iii) permit the creation of any lien on the Account Funds Pledged Revenues and other assets pledged under this Indenture Trust Agreement prior to or on a parity with the lien created by this Indenture Trust Agreement, or deprive the Registered Owners Holders of the Notes Bonds of the lien created by this Indenture Trust Agreement on such Account Funds Pledged Revenues and other assets (in each case, except as expressly provided in this IndentureTrust Agreement), without the consent of the Registered Owners Holders of all of the Notes Bonds then Outstanding, or (iv) adversely affect the interests of Tender Agent without its prior written consent. It shall not be necessary for the consent of the Registered Owners Bondholders to approve the particular form of any Supplemental IndentureTrust Agreement, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution and delivery by Borrower the Authority and the Trustee of any Supplemental Indenture Trust Agreement pursuant to this subsection (aSection 9.01(A), the Trustee shall mail a copy of the Supplemental Indenture to Tender Agent and mail a notice to be prepared by Borrowernotice, setting forth in general terms the substance of such Supplemental Indenture, Trust Agreement to each rating agency then rating the Notes and the Registered Owners Holders of the Notes Bonds at the address addresses shown on the registration books of Note Registrarthe Trustee. However, any Any failure to give such notice, or any defect therein, shall not not, however, in any way impair or affect the validity of any such Supplemental IndentureTrust Agreement. (bB) This Indenture Trust Agreement and the rights and obligations of Borrowerthe Authority, of the Trustee and the Registered Owners of the Notes Holders of the Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplemental Trust Agreement, which Borrower the Authority and the Trustee may enter into without the consent of any Registered Owners but with the written consent of Credit IssuerBondholders, but only to the extent that such modification or amendment is permitted by law including (without limitation) the Act and does not materially and adversely affect the interests of the Holders of the Bonds and only for any one or more of the following purposes: (i1) to add to the covenants and agreements of Borrower contained the Authority in this Indenture Trust Agreement contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Notes Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon Borrowerthe Authority; (ii2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this IndentureTrust Agreement, or in regard to matters or questions arising under this IndentureTrust Agreement, as Borrower the Authority may deem necessary or desirable desirable, and which do shall not materially and adversely affect the rights interests of the Registered Owners hereunderHolders of the Bonds; (iii3) to modify, amend or supplement this Indenture Trust Agreement in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially and adversely affect the interests of the Holders of the Bonds; (iv4) to provide for the issuance of an additional Series of Bonds pursuant to the provisions of Article III hereof; (5) to make such provisions modifications or adjustments necessary, appropriate or desirable to provide for the purpose issuance or incurrence, as applicable, of conforming Capital Appreciation Bonds, Parity Obligations, Subordinate Obligations, Junior Subordinate Obligations or Variable Rate Indebtedness, with such interest rate, payment, maturity and other terms as the Authority may deem desirable; subject to the provisions of Section 3.02, Section 3.03 and Section 3.06; (6) to make modifications or adjustments necessary, appropriate or desirable to provide for change from one interest rate mode to another in connection with any Series of Bonds; (7) to make modifications or adjustments necessary, appropriate or desirable to accommodate Credit Enhancements, Liquidity Facilities and Reserve Facilities; (8) to make modifications or adjustments necessary, appropriate or desirable to provide for the appointment of an auction agent, a broker-dealer, a remarketing agent, a tender agent and/or a paying agent in connection with any Series of Bonds; (9) to modify the auction provisions applicable to any Series of Bonds in accordance with the terms and provisions set forth in the Supplemental Trust Agreement establishing the terms and provisions of any Alternate Letter such Series of Credit or Alternate Credit Facility or to obtain a rating on the Notes which do not adversely affect the rights of the Registered Owners hereunder; andBonds; (v10) to provide for any additional covenants or agreements necessary to maintain the tax-exempt status of, or any federal subsidy with respect to, interest on any Series of Bonds; (11) to provide for the issuance of Bonds in book-entry form or bearer form and/or to modify or eliminate the book-entry registration system for any Series of Bonds; (12) to modify, alter, amend or supplement this Indenture Trust Agreement in any other respect respect, including amendments that would otherwise be described in Section 9.01(A), if the effective date of such amendments is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to the provisions of this Trust Agreement or if notice of the proposed amendments is given to Holders of the affected Bonds at least 30 days before the proposed effective date of such amendments and, on or before such effective date, such Holders have the right to demand purchase of their Bonds pursuant to the provisions of this Trust Agreement or if all Bonds affected thereby are in an auction mode and a successful auction is held following notice of such amendment; and (13) for any other purpose that does not materially and adversely affect the rights interests of the Registered Owners hereunderHolders of the Bonds. Trustee Any Supplemental Trust Agreement entered into pursuant to this Section shall give notice be deemed not to materially adversely affect the interest of any Holders to the extent that (i) such modification or amendment Holders’ Bonds are secured by Credit Enhancement and (ii) the relevant Credit Provider shall have given its written consent to each rating agency then rating the Notes. (c) Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (a) or (b) Trust Agreement as provided in Section 9.01(A); provided that such Credit Provider is not in default of this Section which materially adversely affects Trustee’s own rights, duties or immunities its obligations under this Indenture or otherwise. 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, Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such Supplemental Indenture is authorized or permitted by this IndentureCredit Enhancement.

Amendments Permitted. (a) This Indenture Installment Purchase Agreement and the rights and obligations of Borrower the Authority, the Agency, the 2018A Bond Owners and of the Registered Owners of the Notes and of Trustee hereunder may be modified amended or amended from time to time and supplemented at any time by an indenture amendment hereof or indentures supplemental thereto, supplement hereto which Borrower and Trustee may enter into with shall become binding when the written consent consents of Credit Issuer and the Registered Owners of a majority in aggregate principal amount of all Notes the 2018A Bonds then Outstanding, which consent Borrower and Credit Issuer shall file exclusive of 2018A Bonds disqualified as provided in Section 9.02 of the Indenture, are filed with the Trustee. No such modification amendment or amendment shall supplement shall: (i) extend the fixed maturity of any Note, reduce the amount of principal thereof, extend the time of payment or change the method of computing the rate of interest thereon on any 2018A Bond or extend the time of payment thereof or reduce the amount of principal or redemption premium, if any, of any 2018A Bond or extend the maturity thereof or otherwise alter or impair the obligation of the Authority to pay the interest thereonand principal and redemption premium, if any, thereon at the time and place and at the rate and in the currency and from the funds provided therein without the prior written consent of the Registered Owner of each Note the 2018A Bond so affected; or (ii) reduce the aforesaid percentage of Notes the consent modify any of the Registered Owners of which is required to effect any such modification rights or amendment; or (iii) permit the creation of any lien on the Account Funds and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture or deprive the Registered Owners obligations of the Notes of the lien created by this Indenture on such Account Funds and other assets (except as expressly provided in this Indenture), without the consent of the Registered Owners of all of the Notes then Outstanding, or (iv) adversely affect the interests of Tender Agent Trustee without its prior written consent. It shall not be necessary for the consent of the Registered 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 Borrower and Trustee of any Supplemental Indenture pursuant to this subsection (a), Trustee shall mail a copy of the Supplemental Indenture to Tender Agent and mail a notice to be prepared by Borrower, setting forth in general terms the substance of such Supplemental Indenture, to each rating agency then rating the Notes and the Registered Owners of the Notes at the address shown on the registration books of Note Registrar. However, any failure to give such notice, or any defect therein, shall not in any way impair or affect the validity of any such Supplemental Indenturethereto. (b) This Indenture Installment Purchase Agreement and the rights and obligations of Borrowerthe Authority, Trustee the Agency, the 2018A Bond Owners and the Registered Owners of the Notes Trustee hereunder may also be modified amended or amended from time to time and supplemented at any time by an indenture amendment hereof or indentures supplemental hereto, supplement hereto which Borrower and Trustee may enter into shall become binding upon execution without the consent written consents of any Registered Owners but with the written consent of Credit IssuerOwners, but only to the extent permitted by law including (without limitation) for any one or more of the following purposeslaw: (i1) to add to the agreements, conditions, covenants and agreements of Borrower terms contained in this Indenture herein required to be observed or performed by the Authority or the Agency other agreements, conditions, covenants and agreements terms thereafter to be observedobserved or performed by the Authority or the Agency, to pledge or assign additional security for the Notes or to surrender any right or power reserved herein reserved to or conferred upon Borrowerherein on the Authority or the Agency, and which in either case shall not adversely affect the interests of the Owners; (ii2) to modify, amend or supplement this Installment Purchase Agreement in such a manner as to preserve the exemption of the 2018A Bonds from the registration requirements of the Securities Act of 1933 or any similar federal statute hereafter in effect or to permit the qualification of the Indenture under the Trust Indenture Act of 1939 or any similar federal statute hereinafter in effect; (3) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, ambiguity or of correcting, curing or correcting supplementing any defective provision, provision contained in this Indenture, herein or in regard to matters or questions arising under this Indenture, as Borrower hereunder which the Authority or the Agency may deem necessary desirable or desirable necessary, and which do shall not adversely affect the rights interests of the Registered Owners hereunder; (iii) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute; (iv) to make such provisions for the purpose of conforming to the terms and provisions of any Alternate Letter of Credit or Alternate Credit Facility or to obtain a rating on the Notes which do not adversely affect the rights of the Registered Owners hereunderOwners; and (v4) to modify, amend or supplement the extent required to conform the procedures under this Indenture in any other respect which does not adversely affect Installment Purchase Agreement to the rights procedures of the Registered Owners hereunderDepository, as such procedures may be in effect from time to time. Trustee The Agency shall give written notice of any such modification or amendment to each rating agency then rating the Notes. (c) 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 materially adversely affects Trustee’s own rights, duties or immunities under this Indenture or otherwise. In executing, or accepting Installment Purchase Agreement and the additional trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby rights and obligations of the trusts created by this IndentureAuthority and the Agency and the Owners and the Trustee hereunder to ▇▇▇▇▇’▇, Trustee shall be entitled S&P and Fitch not less than fifteen (15) days prior to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such Supplemental Indenture is authorized or permitted by this Indenturethereof.

Amendments Permitted. (a) This Indenture Installment Purchase Agreement and the rights and obligations of Borrower the Authority, the Agency, the 2020A Bond Owners and of the Registered Owners of 2020B Bond Owners, and the Notes and of Trustee hereunder may be modified amended or amended from time to time and supplemented at any time by an indenture amendment hereof or indentures supplemental thereto, supplement hereto which Borrower and Trustee may enter into with shall become binding when the written consent consents of Credit Issuer and the Registered Owners of a majority in aggregate principal amount of all Notes the 2020A Bonds and 2020B Bonds then Outstanding, which consent Borrower exclusive of 2020A Bonds and Credit Issuer shall file 2020B Bonds disqualified as provided in Section 9.02 of the Indenture, are filed with the Trustee. No such modification amendment or amendment shall supplement shall: (i) extend the fixed maturity of any Note, reduce the amount of principal thereof, extend the time of payment or change the method of computing the rate of interest thereon on any 2020A Bond or 2020B Bond or extend the time of payment thereof or reduce the amount of principal or redemption premium, if any, of any 2020A Bond or 2020B Bond or extend the maturity thereof or otherwise alter or impair the obligation of the Authority to pay the interest thereonand principal and redemption premium, if any, thereon at the time and place and at the rate and in the currency and from the funds provided therein without the prior written consent of the Registered Owner of each Note the 2020A Bond or 2020B Bond so affected; or (ii) reduce the aforesaid percentage of Notes the consent modify any of the Registered Owners of which is required to effect any such modification rights or amendment; or (iii) permit the creation of any lien on the Account Funds and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture or deprive the Registered Owners obligations of the Notes of the lien created by this Indenture on such Account Funds and other assets (except as expressly provided in this Indenture), without the consent of the Registered Owners of all of the Notes then Outstanding, or (iv) adversely affect the interests of Tender Agent Trustee without its prior written consent. It shall not be necessary for the consent of the Registered 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 Borrower and Trustee of any Supplemental Indenture pursuant to this subsection (a), Trustee shall mail a copy of the Supplemental Indenture to Tender Agent and mail a notice to be prepared by Borrower, setting forth in general terms the substance of such Supplemental Indenture, to each rating agency then rating the Notes and the Registered Owners of the Notes at the address shown on the registration books of Note Registrar. However, any failure to give such notice, or any defect therein, shall not in any way impair or affect the validity of any such Supplemental Indenturethereto. (b) This Indenture Installment Purchase Agreement and the rights and obligations of Borrowerthe Authority, Trustee the Agency, the 2020A Bond Owners, the 2020B Bond Owners and the Registered Owners of the Notes Trustee hereunder may also be modified amended or amended from time to time and supplemented at any time by an indenture amendment hereof or indentures supplemental hereto, supplement hereto which Borrower and Trustee may enter into shall become binding upon execution without the consent written consents of any Registered Owners but with the written consent of Credit IssuerOwners, but only to the extent permitted by law including (without limitation) for any one or more of the following purposeslaw: (i1) to add to the agreements, conditions, covenants and agreements of Borrower terms contained in this Indenture herein required to be observed or performed by the Authority or the Agency other agreements, conditions, covenants and agreements terms thereafter to be observedobserved or performed by the Authority or the Agency, to pledge or assign additional security for the Notes or to surrender any right or power reserved herein reserved to or conferred upon Borrowerherein on the Authority or the Agency, and which in either case shall not adversely affect the interests of the Owners; (ii2) to modify, amend or supplement this Installment Purchase Agreement in such a manner as to preserve the exemption of the 2020A Bonds or 2020B Bonds from the registration requirements of the Securities Act of 1933 or any similar federal statute hereafter in effect or to permit the qualification of the Indenture under the Trust Indenture Act of 1939 or any similar federal statute hereinafter in effect; (3) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, ambiguity or of correcting, curing or correcting supplementing any defective provision, provision contained in this Indenture, herein or in regard to matters or questions arising under this Indenture, as Borrower hereunder which the Authority or the Agency may deem necessary desirable or desirable necessary, and which do shall not adversely affect the rights interests of the Registered Owners hereunderOwners; (iii4) to modify, amend or supplement the extent required to conform the procedures under this Indenture in such manner as Installment Purchase Agreement to permit the qualification hereof under procedures of the Trust Indenture Act of 1939Depository, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as procedures may be permitted by said act or similar federal statute; (iv) in effect from time to make such provisions for the purpose of conforming to the terms and provisions of any Alternate Letter of Credit or Alternate Credit Facility or to obtain a rating on the Notes which do not adversely affect the rights of the Registered Owners hereundertime; and (v5) to modify, amend make any modifications or supplement this Indenture changes necessary or appropriate in any other respect which does not adversely affect the rights opinion of Special Counsel to preserve or protect the Registered Owners hereunderexclusion from gross income for federal income tax purposes of interest on the 2020A Bonds. Trustee The Agency shall give written notice of any such modification or amendment to each rating agency then rating the Notes. (c) 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 materially adversely affects Trustee’s own rights, duties or immunities under this Indenture or otherwise. In executing, or accepting Installment Purchase Agreement and the additional trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby rights and obligations of the trusts created by this IndentureAuthority and the Agency and the Owners and the Trustee hereunder to Moody’s, Trustee shall be entitled S&P and Fitch not less than fifteen (15) days prior to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such Supplemental Indenture is authorized or permitted by this Indenturethereof.

Amendments Permitted. (a) This Indenture and the rights and obligations of Borrower the Authority and of the Registered Owners of the Notes Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental theretoa Supplemental Indenture, which Borrower the Authority and the Trustee may enter into with execute when the written consent of Credit Issuer and the Registered Owners of a majority in aggregate principal amount of all Notes the Bonds then 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, which the consent Borrower of the Owners of such Bonds shall not be required and Credit Issuer such Bonds shall file with Trusteenot be deemed to be Outstanding for the purpose of any calculation of Bonds Outstanding under this Section 10.01. No such modification or amendment shall (i1) extend the fixed maturity of any NoteBond, or reduce the amount of principal thereof, extend provided in this Indenture for the time payment of payment any Bond, or change the method of computing reduce the rate of interest thereon thereon, or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the Registered Owner of each Note Bond so affected; , or (ii2) reduce the aforesaid percentage of Notes Bonds the consent of the Registered Owners of which is required to effect any such modification or amendment; , or (iii) permit the creation of any lien on the Account Funds Net Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture Indenture, other than Parity Obligations, or deprive the Registered Owners of the Notes Bonds of the lien created by this Indenture on such Account Funds Net Revenues and other assets (except as expressly provided in this Indenture), or terminate the insurance of the Bonds, without the consent of the Registered Owners of all of the Notes Bonds then Outstanding, Outstanding or (iv) adversely affect modify any of the interests rights or obligations of Tender Agent the Trustee without its prior written consent. It shall not be necessary for the consent of the Registered 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 Borrower the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (a), the Trustee shall mail a copy of the Supplemental Indenture to Tender Agent and mail a notice to be prepared by Borrowernotice, setting forth in general terms the substance of such Supplemental Indenture, Indenture to each rating agency then rating the Notes and the Registered Owners of the Notes at the address addresses shown on the registration books of Note RegistrarBond Registration Books. However, any Any failure to give such notice, or any defect therein, shall not not, however, in any way impair or affect the validity of any such Supplemental Indenture. (b) This Indenture and the rights and obligations of Borrowerthe Authority, of the Trustee and of the Registered Owners of the Notes Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplemental Indenture, which Borrower the Authority and the Trustee may enter into execute without the consent of any Registered Owners but with the written consent of Credit IssuerOwners, but only to the extent permitted by law including (without limitation) and only for any one or more of the following purposes: (i) to add to the covenants and agreements of Borrower contained the Authority in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Notes Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon Borrowerthe Authority, provided, that no such covenant, agreement, pledge, assignment or surrender shall materially adversely affect the interests of the Owners of the Bonds; (ii) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as Borrower the Authority may deem necessary or desirable and not inconsistent with this Indenture, and which do shall not materially adversely affect the rights interests of the Registered Owners hereunderof the Bonds; (iii) to modifymake such additions, amend deletions or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions modifications as may be permitted by said act or similar necessary to assure exclusion from gross income for purposes of federal statute;income taxation of interest on the Bonds; or (iv) to make such provisions for the purpose of conforming to the terms and provisions of any Alternate Letter of Credit or Alternate Credit Facility or to obtain a rating on the Notes which do not adversely affect the rights of the Registered Owners hereunder; and (v) to modify, amend or supplement this Indenture in any other respect which does not adversely affect the rights of the Registered Owners hereunder. Trustee shall give notice of any such modification or amendment to each rating agency then rating the Notesissue Parity Obligations. (c) No such Supplemental Indenture shall modify any of the rights or obligations of the Trustee may in without its discretion, but prior written consent thereto; nor shall not the Trustee be obligated to, enter into required to consent to any such Supplemental Indenture authorized by subsections which affects its rights or obligations hereunder. (ad) or (b) of this Section which materially adversely affects Trustee’s own rights, duties or immunities under this Indenture or otherwise. In executing, or accepting the additional trusts created by, any Supplemental Indenture supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such Supplemental Indenture supplemental indenture is authorized or permitted by this IndentureIndenture and complies with the terms hereof.

Amendments Permitted. (aA) This Indenture and the rights and obligations of Borrower the Authority and of the Registered Owners Holders of the Notes Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental theretohereto, which Borrower the Authority and the Trustee may enter into with when the written consent of Credit Issuer and the Registered Owners Holders of not less than a majority in aggregate principal amount of all Notes Bonds then Outstanding, which consent Borrower and Credit Issuer shall file have been filed with the Trustee. No such modification or amendment shall (i1) extend the fixed maturity of any NoteBond, or reduce the amount of principal thereof, or extend the time of payment payment, or change the method of computing the rate of interest thereon thereon, or extend the time of payment of interest thereon, without the consent of the Registered Owner Holder of each Note Bond so affected; , or (ii2) reduce the aforesaid percentage of Notes Bonds the consent of the Registered Owners Holders of which is required to effect any such modification or amendment; , or (iii) permit the creation of any lien on the Account Funds Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture Indenture, or deprive the Registered Owners Holders of the Notes Bonds of the lien created by this Indenture on such Account Funds Revenues and other assets (except as expressly provided in this Indenture), without the consent of the Registered Owners Holders of all of the Notes Bonds then Outstanding, or (iv) adversely affect the interests of Tender Agent without its prior written consent. It shall not be necessary for the consent of the Registered Owners 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 Borrower the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (aA), the Trustee shall mail a copy of the Supplemental Indenture to Tender Agent and mail a notice to be prepared by Borrowernotice, setting forth in general terms the substance of such Supplemental Indenture, to each rating agency Rating Agency then rating the Notes Bonds and the Registered Owners Holders of the Notes Bonds at the address shown on the registration books of Note Registrarthe Trustee. However, any Any failure to give such notice, or any defect therein, shall not not, however, in any way impair or affect the validity of any such Supplemental Indenture. (bB) This Indenture and the rights and obligations of Borrowerthe Authority, of the Trustee and the Registered Owners of the Notes Holders of the Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which Borrower the Authority and the Trustee may enter into without the consent of any Registered Owners but with the written consent of Credit IssuerBondholders, but only to the extent permitted by law including (and after receipt of an Opinion of Counsel that the provisions of such Supplemental Indenture shall not materially adversely affect the interests of the Holders of the Bonds, including, without limitation) , for any one or more of the following purposes: (i1) to add to the covenants and agreements of Borrower contained the Authority in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Notes Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon Borrowerthe Authority; (ii2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as Borrower the Authority may deem necessary or desirable which do and not adversely affect the rights of the Registered Owners hereunderinconsistent with this Indenture; (iii3) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;; or (iv) to make such provisions for the purpose of conforming to the terms and provisions of any Alternate Letter of Credit or Alternate Credit Facility or to obtain a rating on the Notes which do not adversely affect the rights of the Registered Owners hereunder; and (v4) to modify, amend or supplement this Indenture in such a manner to permit the Authority, the Trustee, the Borrower or any other responsible party to comply with the requirements of S.E.C. Rule 15c2-12, as it may from time to time be amended or supplemented, with respect which does not adversely affect to the rights of the Registered Owners hereunderBonds. The Trustee shall give notice of any such modification or amendment to each rating agency Rating Agency then rating the NotesBonds. (cC) The Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (aA) or (bB) of this Section which materially adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 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, Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such Supplemental Indenture is authorized or permitted by this Indenture.

Amendments Permitted. (a1) This Indenture and the rights and obligations of Borrower and of the Registered Commission, the Owners of the Notes Notes, any Parity Debt and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental theretoa Supplemental Indenture, which Borrower the Commission and the Trustee may enter into with the written consent of Credit Issuer and the Registered Owners of a majority in aggregate principal amount of all the Notes and any Parity Debt (or, if such Supplemental Indenture is only applicable to a Series of Notes, such Series of Notes, or to a particular series or designation of Parity Debt, such series or designation of Parity Debt) then 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 Notes of any particular maturity remain Outstanding or any Parity Debt of any particular maturity remain Outstanding, the consent of the Owners of such Notes or Parity Debt, as applicable, shall not be required and such Notes or Parity Debt, as applicable, shall not be deemed to be Outstanding for the purpose of any calculation of Notes or Parity Debt Outstanding under this Section. (2) This Indenture and the rights and obligations of the Commission and of the Owners of the Notes and Parity Debt and of the Trustee may also be modified or amended at any time by a Supplemental Indenture entered into by the Commission and the Trustee which consent Borrower shall become binding when the written consents of each provider of a letter of credit or a policy of bond insurance for the Notes and Credit Issuer such Parity Debt shall file have been filed with the Trustee. , provided that at such time the payment of all the principal of and interest on all Outstanding Notes and all Outstanding Parity Debt shall be insured by a policy or policies of municipal bond insurance or payable under a letter of credit 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 two highest Rating Categories of ▇▇▇▇▇’▇ and S&P. (3) No such modification or amendment shall shall: (ia) extend the fixed maturity of any NoteNote or Parity Debt, or reduce the amount of principal thereof, or extend the time of payment provided for any Note or change the method of computing Parity Debt, or reduce the rate of interest thereon thereon, or extend the time of payment of interest thereon, without the consent of the Registered Owner of each Note or Parity Debt so affected; or (iib) reduce the aforesaid percentage of Notes principal the consent of the Registered Owners of which is required to effect any such modification or amendment; , or (iii) permit the creation of any lien on the Account Funds Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture Indenture, or deprive the Registered Owners of the Notes or Parity Debt of the lien created by this Indenture on such Account Funds Revenues and other assets (in each case, except as expressly provided in this Indenture), without the consent of the Registered Owners of all of the Notes and Parity Debt then Outstanding, or (iv) adversely affect the interests of Tender Agent without its prior written consent. It shall not be necessary for the consent of the Registered Owners Noteholders or Holders of Parity Debt 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 Borrower and Trustee of any Supplemental Indenture pursuant to this subsection (a), Trustee shall mail a copy of the Supplemental Indenture to Tender Agent and mail a notice to be prepared by Borrower, setting forth in general terms the substance of such Supplemental Indenture, to each rating agency then rating the Notes and the Registered Owners of the Notes at the address shown on the registration books of Note Registrar. However, any failure to give such notice, or any defect therein, shall not in any way impair or affect the validity of any such Supplemental Indenture. (b) This Indenture and the rights and obligations of Borrowerthe Commission, of the Trustee and of the Registered Owners of the Notes and Parity Debt may also be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplemental Indenture, which Borrower and Trustee the Commission may enter into adopt without the consent of any Registered Owners but with the written consent Noteholders or Holders of Credit Issuer, Parity Debt but only to the extent permitted by law including (without limitation) and only for any one or more of the following purposes: (i1) to add to the covenants and agreements of Borrower contained the Commission in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Notes or Parity Debt (or any portion thereof, as applicable), or to surrender any right or power herein reserved to or conferred upon Borrowerthe Commission; (ii2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as Borrower may deem necessary or desirable which do not adversely affect the rights of the Registered Owners hereunder; (iii3) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially and adversely affect the interests of the Owners of the Notes and Parity Debt; (iv4) 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 Commission may deem desirable; subject to the provisions of Sections 3.03, 3.04, 3.05 and 3.06; (5) to provide for the issuance of Notes or Parity Debt in book-entry form, provided that no such provision shall materially and adversely affect the interests of the Owners of the Notes and Parity Debt; (6) to make modifications or adjustments necessary, appropriate or desirable to accommodate Support Facilities, provided that no such provision shall materially and adversely affect the interests of the Owners of the Notes and Parity Debt; (7) if the Commission agrees in a Supplemental Indenture to maintain the exclusion of interest on a Series of Notes or any Parity Debt from gross income for purposes of federal income taxation, to make such provisions as are necessary or appropriate to ensure such exclusion; (8) to provide for the purpose issuance of conforming an additional Series of Notes pursuant to the terms and provisions of any Alternate Letter Section 3.04 or Section 3.05; (9) to amend Section 3.03(c) hereof to provide for the issuance of Credit an additional Series of Notes upon demonstration of pro forma debt service coverage or Alternate Credit Facility or to obtain a rating on the Notes which do not historical debt service coverage, provided that no such provision shall materially and adversely affect the rights interests of Owners of the Registered Owners hereunderNotes and Parity Debt; and (v10) to modify, amend or supplement this Indenture in for any other respect which purpose that does not materially and adversely affect the rights interests of the Registered Owners hereunder. Trustee shall give notice of any such modification or amendment to each rating agency then rating the Notes. (c) 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 materially adversely affects Trustee’s own rights, duties or immunities under this Indenture or otherwise. In executing, or accepting the additional trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby of the trusts created Notes and Parity Debt, including, without limitation, to provide for changes requested by this Indenture, Trustee shall be entitled ▇▇▇▇▇’▇ or S&P in order to receive, and shall be fully protected in relying upon, an opinion obtain or maintain a credit rating for any Series of counsel stating that the execution Notes or series or other designation of such Supplemental Indenture is authorized or permitted by this IndentureParity Debt.

Amendments Permitted. (aA) This Except as provided in subsection (B), this Indenture and the rights and obligations of Borrower the Authority and of the Registered Owners Holders of the Notes Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental theretohereto, which Borrower the Authority and the Trustee may enter into with when the written consent of Credit Issuer and the Registered Owners Holders of a majority in aggregate principal amount of all Notes Bonds then OutstandingOutstanding (or, which if such amendment only applies to a particular series of Bonds, the consent Borrower of the Holders of a majority in aggregate principal amount of all Bonds of such series then Outstanding or, in lieu thereof, of any Credit Provider as provided in Section 11.13 hereof) and Credit Issuer an Approving Opinion shall file have been filed with the Trustee. No such modification or amendment shall (i1) extend the fixed maturity of any NoteBond, or reduce the amount of principal thereof, or change the rights of optional and mandatory tender or extend the time of payment payment, or change the method of computing the rate of interest thereon or create a privilege or priority of any Bond over any other Bond, or extend the time of payment of interest thereon, without the consent of the Registered Owner Holder of each Note Bond so affected; , or (ii2) reduce the aforesaid percentage of Notes Bonds the consent of the Registered Owners Holders of which is required to effect any such modification or amendment; , or (iii3) permit the creation of any lien on the Account Funds Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture Indenture, or (4) deprive the Registered Owners Holders of the Notes Bonds of the lien created by this Indenture on such Account Funds Revenues, the First Mortgage Bonds and other assets (except as expressly provided in this Indenture), without the consent of the Registered Owners Holders of all of the Notes Bonds then Outstanding, or (iv) adversely affect Outstanding and receipt by the interests Trustee of Tender Agent without its prior written consentan Approving Opinion. It shall not be necessary for the consent of the Registered Owners 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 Borrower the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (aA), the Trustee shall mail a copy of the Supplemental Indenture to Tender Agent and mail a notice to be prepared by Borrowernotice, setting forth in general terms the substance of such Supplemental Indenture, to each rating agency Rating Agency then rating the Notes Bonds, the Remarketing Agent and the Registered Owners Holders of the Notes Bonds at the address addresses shown on the registration books of Note Registrarthe Trustee. However, any Any failure to give such notice, or any defect therein, shall not not, however, in any way impair or affect the validity of any such Supplemental Indenture. (bB) This Indenture and the rights and obligations of Borrowerthe Authority, of the Trustee and the Registered Owners of the Notes Holders of the Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which Borrower the Authority and the Trustee may enter into without the consent of any Registered Owners Bondholders, but with the written consent of the Credit IssuerProvider (if a Letter of Credit is in effect) and the Bank (but only to the extent provided in the applicable Bank Index Rate Agreement), but and only to the extent permitted by law including (law, including, without limitation) , for any one or more of the following purposes: (i1) to add to the covenants and agreements of Borrower contained the Authority in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Notes Bonds, or to surrender any right or power herein reserved to or conferred upon Borrowerthe Authority; (ii2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as Borrower the Authority, at the direction of the Borrower, may deem necessary or desirable which do and not adversely affect the rights of the Registered Owners hereunderinconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereof; (iii3) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute; (iv4) to make such provisions for the purpose of conforming conform to the terms and provisions of any Letter of Credit or Alternate Letter of Credit or Alternate Credit Facility or to obtain or maintain a rating on the Notes which do not adversely affect the rights of the Registered Owners hereunder; andBonds; (v5) to modify, alter, amend or supplement this Indenture in any other respect respect, including amendments which does would otherwise be described in Section 9.1(A) hereof and including, but not limited to, amendments to permit one or more series of the Bonds to be secured by a separate indenture and no longer be secured hereunder, if (i) the effective date of such Supplemental Indenture is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 or 4.8 or (ii) notice of the proposed Supplemental Indenture is mailed to Holders of the affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereof; or (6) to make any other changes to this Indenture that do not materially adversely affect the rights of the Registered Owners hereunder. Trustee shall give notice of any such modification or amendment to each rating agency then rating the NotesBondholder. (cC) The Trustee and the Authority may in its their discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (aA) or and (bB) of this Section which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities immunities, respectively, under this Indenture or otherwise. In executing. (D) Anything herein to the contrary notwithstanding, or accepting the additional trusts created by, any a Supplemental Indenture permitted by under this Article or Section shall not become effective unless and until the modification thereby of the trusts created by this Indenture, Trustee Borrower shall be entitled to receive, and shall be fully protected have consented thereto in relying upon, an opinion of counsel stating that the execution of such Supplemental Indenture is authorized or permitted by this Indenturewriting.

Amendments Permitted. (a1) This Indenture Trust Agreement and the rights and obligations of Borrower and the Authority, the Holders of the Registered Owners of Junior Subordinate Bonds and the Notes and of Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental theretoa Supplemental Trust Agreement, which Borrower the Authority and the Trustee may enter into with when the written consent of Credit Issuer and the Registered Owners Holders of a majority in aggregate principal amount of all Notes Bond Obligation of the Junior Subordinate Bonds (or, if such Supplemental Trust Agreement is only applicable to a Series of Junior Subordinate Bonds, such Series of Junior Subordinate Bonds) then 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 Junior Subordinate Bonds of any particular maturity remain Outstanding, which the consent Borrower of the Holders of such Junior Subordinate Bonds shall not be required and Credit Issuer such Junior Subordinate Bonds shall file with Trustee. not be deemed to be Outstanding for the purpose of any calculation of Junior Subordinate Bonds Outstanding under this Section. (2) No such modification or amendment shall (ia) extend the fixed maturity of any NoteJunior Subordinate Bond, or reduce the amount of principal thereof, or extend the time of payment or change reduce the method amount of computing any Mandatory Sinking Account Payment provided for the payment of any Junior Subordinate Bond, or reduce the rate of interest thereon thereon, or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the Registered Owner Holder of each Note Junior Subordinate Bond so affected; , or (iib) reduce the aforesaid percentage of Notes Bond Obligation the consent of the Registered Owners Holders of which is required to effect any such modification or amendment; , or (iii) permit the creation of any lien on the Account Funds Junior Subordinate Pledged Revenues and other assets pledged under this Indenture Trust Agreement prior to or on a parity with the lien created by this Indenture Trust Agreement, or deprive the Registered Owners Holders of the Notes Junior Subordinate Bonds of the lien created by this Indenture Trust Agreement on such Account Funds Junior Subordinate Pledged Revenues and other assets (in each case, except as expressly provided in this IndentureTrust Agreement), without the consent of the Registered Owners Holders of all of the Notes Junior Subordinate Bonds then Outstanding, or (iv) adversely affect the interests of Tender Agent without its prior written consent. It shall not be necessary for the consent of the Registered Owners Bondholders to approve the particular form of any Supplemental IndentureTrust Agreement, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution and delivery by Borrower the Authority and the Trustee of any Supplemental Indenture Trust Agreement pursuant to this subsection (aSection 9.01(A), the Trustee shall mail a copy of the Supplemental Indenture to Tender Agent and mail a notice to be prepared by Borrowernotice, setting forth in general terms the substance of such Supplemental Indenture, Trust Agreement to each rating agency then rating the Notes and the Registered Owners Holders of the Notes Bonds at the address addresses shown on the registration books of Note Registrarthe Trustee. However, any Any failure to give such notice, or any defect therein, shall not not, however, in any way impair or affect the validity of any such Supplemental IndentureTrust Agreement. (bB) This Indenture Trust Agreement and the rights and obligations of Borrowerthe Authority, of the Trustee and the Registered Owners of the Notes Holders of the Junior Subordinate Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplemental Trust Agreement, which Borrower the Authority and the Trustee may enter into without the consent of any Registered Owners but with the written consent of Credit IssuerBondholders, but only to the extent that such modification or amendment is permitted by law including (without limitation) the Act and does not materially and adversely affect the interests of the Holders of the Junior Subordinate Bonds and only for any one or more of the following purposes: (i1) to add to the covenants and agreements of Borrower contained the Authority in this Indenture Trust Agreement contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Notes Junior Subordinate Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon Borrowerthe Authority; (ii2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this IndentureTrust Agreement, or in regard to matters or questions arising under this IndentureTrust Agreement, as Borrower the Authority may deem necessary or desirable desirable, and which do shall not materially and adversely affect the rights interests of the Registered Owners hereunderHolders of the Junior Subordinate Bonds; (iii3) to modify, amend or supplement this Indenture Trust Agreement in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially and adversely affect the interests of the Holders of the Junior Subordinate Bonds; (iv4) to provide for the issuance of an additional Series of Junior Subordinate Bonds pursuant to the provisions of Article III hereof; (5) to make such provisions modifications or adjustments necessary, appropriate or desirable to provide for the purpose issuance or incurrence, as applicable, of conforming Capital Appreciation Bonds, Junior Subordinate Obligations, Junior Subordinate Obligations or Variable Rate Indebtedness, with such interest rate, payment, maturity and other terms as the Authority may deem desirable; subject to the provisions of Section 3.02, Section 3.03 and Section 3.06; (6) to make modifications or adjustments necessary, appropriate or desirable to provide for change from one interest rate mode to another in connection with any Series of Junior Subordinate Bonds; (7) to make modifications or adjustments necessary, appropriate or desirable to accommodate Credit Enhancements, Liquidity Facilities and Reserve Facilities; (8) to make modifications or adjustments necessary, appropriate or desirable to provide for the appointment of an auction agent, a broker-dealer, a remarketing agent, a tender agent and/or a paying agent in connection with any Series of Junior Subordinate Bonds; (9) to modify the auction provisions applicable to any Series of Junior Subordinate Bonds in accordance with the terms and provisions set forth in the Supplemental Trust Agreement establishing the terms and provisions of any Alternate Letter such Series of Credit or Alternate Credit Facility or to obtain a rating on the Notes which do not adversely affect the rights of the Registered Owners hereunder; andJunior Subordinate Bonds; (v10) to provide for any additional covenants or agreements necessary to maintain the tax-exempt status of, or any federal subsidy with respect to, interest on any Series of Junior Subordinate Bonds; (11) to provide for the issuance of Junior Subordinate Bonds in book-entry form or bearer form and/or to modify or eliminate the book-entry registration system for any Series of Junior Subordinate Bonds; (12) to modify, alter, amend or supplement this Indenture Trust Agreement in any other respect respect, including amendments that would otherwise be described in Section 9.01(A), if the effective date of such amendments is a date on which all Junior Subordinate Bonds affected thereby are subject to mandatory tender for purchase pursuant to the provisions of this Trust Agreement or if notice of the proposed amendments is given to Holders of the affected Junior Subordinate Bonds at least 30 days before the proposed effective date of such amendments and, on or before such effective date, such Holders have the right to demand purchase of their Junior Subordinate Bonds pursuant to the provisions of this Trust Agreement or if all Junior Subordinate Bonds affected thereby are in an auction mode and a successful auction is held following notice of such amendment; and (13) for any other purpose that does not materially and adversely affect the rights interests of the Registered Owners hereunderHolders of the Junior Subordinate Bonds. Trustee Any Supplemental Trust Agreement entered into pursuant to this Section shall give notice be deemed not to materially adversely affect the interest of any Holders to the extent that (i) such modification or amendment Holders’ Junior Subordinate Bonds are secured by Credit Enhancement and (ii) the relevant Credit Provider shall have given its written consent to each rating agency then rating the Notes. (c) Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (a) or (b) Trust Agreement as provided in Section 9.01(A); provided that such Credit Provider is not in default of this Section which materially adversely affects Trustee’s own rights, duties or immunities its obligations under this Indenture or otherwise. 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, Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such Supplemental Indenture is authorized or permitted by this IndentureCredit Enhancement.

Amendments Permitted. (a) This Indenture and the rights and obligations of Borrower and of the Registered Community Facilities District, the Owners of the Notes Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental theretoa Supplemental Indenture, which Borrower the Community Facilities District and the Trustee may enter into with the written consent of Credit Issuer and the Registered Owners of a majority in aggregate principal amount of all Notes Bonds then Outstanding, which consent Borrower and Credit Issuer shall file have been filed with the Trustee. No such modification or amendment shall (i) extend the fixed maturity of any NoteBonds, or reduce the amount of principal thereof, extend the time of payment thereof or change the method of computing the rate of interest thereon borne thereby, or extend the time of payment of interest thereonpayment, without the consent of the Registered Owner of each Note Bond so affected; , or (ii) reduce the aforesaid percentage of Notes Bonds the consent of the Registered Owners of which is required to effect any such modification or amendment; , or (iii) permit the creation of any lien on the Account Funds Net Special Tax Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture or deprive the Registered Owners of the Notes Bonds of the lien created by this Indenture on such Account Funds Net Special Tax Revenues and other assets (except as expressly provided in this Indenture), without the consent of the Registered Owners of all of the Notes Bonds then Outstanding, or (iv) adversely affect the interests of Tender Agent without its prior written consent. It shall not be necessary for the consent of the Registered 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 Borrower the Community Facilities District and the Trustee of any Supplemental Indenture pursuant to this subsection (a), the Trustee shall mail a copy notice (the form of which shall be furnished to the Supplemental Indenture to Tender Agent and Trustee by the Community Facilities District), by first class mail a notice to be prepared by Borrowerpostage prepaid, setting forth in general terms the substance of such Supplemental Indenture, to each rating agency then rating the Notes and the Registered Owners of the Notes Bonds at the address respective addresses shown on the registration books of Note RegistrarRegistration Books. However, any Any failure to give such notice, or any defect therein, shall not not, however, in any way impair or affect the validity of any such Supplemental Indenture. (b) This Indenture and the rights and obligations of Borrowerthe Community Facilities District, the Trustee and the Registered Owners of the Notes Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplemental Indenture, which Borrower the Community Facilities District and the Trustee may enter into without the consent of any Registered Bond Owners but with the written consent of Credit Issuer, but only to the extent permitted by law including (without limitation) for any one or more of the following purposes: (i) to add to the covenants and agreements of Borrower contained the Community Facilities District in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Notes Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon Borrowerthe Community Facilities District; (ii) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, provision contained in this Indenture, or in regard to matters or questions arising under this Indenture, as Borrower may deem necessary or desirable which do not adversely affect the rights of the Registered Owners hereunder; (iii) to provide for the issuance of one or more Series of Additional Bonds, and to provide the terms and conditions under which such Series of Additional Bonds may be issued, subject to and in accordance with the provisions of Article III; (iv) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute; (iv) to make such provisions for the purpose of conforming to the terms and provisions of any Alternate Letter of Credit or Alternate Credit Facility or to obtain a rating on the Notes which do not adversely affect the rights of the Registered Owners hereunder; and (v) to modify, amend or supplement this Indenture in such manner as to cause interest on the Bonds to be excludable from gross income for purposes of federal income taxation by the United States of America; and (vi) in any other respect which does not adversely affect whatsoever as the rights of the Registered Owners hereunder. Trustee shall give notice of any Community Facilities District may deem necessary or desirable, provided that such modification or amendment to each rating agency then rating the Notes. (c) Trustee may in its discretion, but shall does not be obligated to, enter into any such Supplemental Indenture authorized by subsections (a) or (b) of this Section which materially adversely affects Trustee’s own rights, duties or immunities under this Indenture or otherwise. In executing, or accepting affect the additional trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby interests of the trusts created by this IndentureBond Owners hereunder, Trustee shall be entitled to receive, and shall be fully protected in relying upon, an the opinion of counsel stating that Bond Counsel filed with the execution of such Supplemental Indenture is authorized or permitted by this IndentureCommunity Facilities District and the Trustee.