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payments to be made thereon by the Trustee shall be made solely from funds held by the Trustee<br />

under this Trust Agreement.<br />

Section 8.05. Notices to Moody’s Investors Service. The Trustee shall notify<br />

Moody’s Investors Service, in writing, upon occurrence of any of the following events: (i) any<br />

amendment, supplement or other change to the Trust Agreement from the form originally<br />

executed and entered into as of ________ 1, 2010; and (ii) any amendment, supplement or other<br />

change to any Note Resolution (that the Trustee is aware of); provided, however, that the Trustee<br />

shall incur no liability for failure to so notify.<br />

ARTICLE IX<br />

AMENDMENT OF OR SUPPLEMENT TO THE TRUST AGREEMENT<br />

Section 9.01. Amendment or Supplement of Trust Agreement. The Trust<br />

Agreement and the rights and obligations of the Owners and the Trustee hereunder may be<br />

amended or supplemented at any time by an amendment hereof or supplement hereto which shall<br />

become binding when the written consents of the Owners of a majority in aggregate principal<br />

amount of the Note Participations then Outstanding, exclusive of Note Participations disqualified<br />

as provided in Section 9.02, are filed with the Trustee. No such amendment or supplement shall<br />

(1) reduce the rate of interest evidenced and represented by any Note Participation or extend the<br />

Interest Payment Date or reduce the amount of principal evidenced and represented by any Note<br />

Participation or extend the Principal Payment Date thereof without the prior written consent of<br />

the Owner of the Note Participation so affected, or (2) reduce the percentage of Owners whose<br />

consent is required by the terms of this Trust Agreement for the execution of certain amendments<br />

hereof or supplements hereto, or (3) modify any of the rights or obligations of the Trustee<br />

without its prior written consent thereto.<br />

The Trust Agreement and the rights and obligations of the Owners and the<br />

Trustee hereunder may also be amended or supplemented at any time by an amendment hereof or<br />

supplement hereto which shall become binding upon execution without the written consents of<br />

any Owners in order to make any modifications or changes necessary or appropriate in the<br />

Opinion of Counsel to preserve or protect the exclusion from gross income of interest on the<br />

Notes for federal income tax purposes, or, but only to the extent that such amendment shall not<br />

materially adversely affect the interests of the Owners, for any purpose including, without<br />

limitation, one or more of the following purposes:<br />

(a) to add to the agreements, conditions, covenants and terms contained herein<br />

required to be observed or performed by the <strong>District</strong>s other agreements, conditions,<br />

covenants and terms thereafter to be observed or performed by the <strong>District</strong>s, or to<br />

surrender any right reserved herein to or conferred herein on the <strong>District</strong>s;<br />

(b) to make such provisions for the purpose of curing any ambiguity or of<br />

correcting, curing or supplementing any defective provision contained herein or in regard<br />

to questions arising hereunder which any <strong>District</strong> may deem desirable or necessary; or<br />

OHS West:260889233.1 22<br />

Page 107

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