11-14-01 1. INDENTURE OF TRUST - Laserfiche WebLink

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ARTICLE XII Amendments to the Loan Agreement and Other Documents Section 12.01 Amendments to the Loan Agreement and Other Documents Not Requiring Consent of Bondholders. The City and the Trustee may,without the consent of or notice to the Bondholders,consent to any amendment, change or modification of the Loan Agreement, the Mortgage or the Subordinate Mortgage as may be required (i) by the provisions of the Loan Agreement, the Mortgage,the Subordinate Mortgage or this Indenture,(ii)for the purpose of curing any ambiguity or formal defect or omission,or(iii) in connection with any other change therein which,in the judgment of the Trustee, is not to the prejudice of the Trustee (unless waived by the Trustee), the Holders of the Bonds or the holders or creditors of any Subordinated Debt. In determining whether or not an amendment,change,or modification does or does not require the consent of bondholders, the Trustee may conclusively rely on an Opinion of Counsel. Section 12.02 Amendments to Loan Agreement and other Documents Requiring Consents. Except for the amendments,changes or modifications as provided in Section 12.01,neither the City nor the Trustee shall consent to any other amendment,change or modification of the Loan Agreement,the Mortgage or the Subordinate Mortgage without the written approval or consent of a Majority of Holders given and procured as provided in this Section;provided,however,that no such amendment,change or modification shall ever affect the unconditional obligation of the Borrower to make Loan Repayments as they become due and payable. If a Majority of Holders at the time of the execution of any such amendment, change or modification shall have consented to and approved the execution thereof as herein provided, no Holder of any Bond shall have any right to object to any of the terms and provisions contained therein, or in the operation thereof,or in any manner to question the propriety of the execution thereof,or to enjoin or restrain the Trustee, the City or the Borrower from executing the same or from taking any action pursuant to the provisions thereof. Section 12.03 No Amendment May Reduce Loan Repayments. Under no circumstances shall any amendment to the Loan Agreement,the Mortgage or the Subordinate Mortgage,without the consent of the Holders of all Bonds outstanding affected thereby: (i) reduce the aggregate amount of Loan Repayments payable under the Loan Agreement, or allow any installment of Loan Repayments to be paid subsequent to the time needed for the payment of principal of,premium, if any,and interest on the Bonds,(ii)modify any of the provisions of the Loan Agreement to eliminate the requirement that the Trustee consent to every amendment thereto;or(iii)release from the lien of the Mortgage or the Subordinate Mortgage or any of the property secured thereby, or permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture on any part of the Trust Estate, except as expressly permitted by this Indenture, the Loan Agreement,the Mortgage or the Subordinate Mortgage. - 69 -