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~t As used in this section, the term "Requisite Percentage" shall mean, w~th respect to a 2 particular amendment to this Agreement, that minimum percentage of the aggregate p~incipal amount 3 of the Outstanding Certificates affected by such amendment, the consent of the Ow ers of which is 4 required under the terms of this Agreement to approve such amendment. If within 6 days following 5 the giving of such notice or such longer period as shall be prescribed by the Trustee the Owners of 6 not less than the Requisite Percentage in aggregate principal amount of the Outstan 'ng Certificates 7 affected by such amendment shall have consented to and approved the execution t ereof as herein 8 provided, no Owner of any Certificate shall have any right to object to any o the terms and 9 provisions contained therein, or the operation thereof, or in any manner to question he propriety of l0 the execution thereof, or to enjoin or restrain the Trustee, the County or the County from executing 11 the same or from taking any action pursuant to the provisions thereof. The Owners f the Requsitie 12 Percentage of the aggregate principal amount of the Outstanding Certificates affec ed by any such 13 amendment shall be deemed to have consented to and approved the adoption of su h amendments 14 if the Trustee does not receive letters of protest or objection thereto signed by or n behalf of the 15 Owners of not less than the Requisite Percentage of the aggregate principal amount of the 16 Outstanding Certificates affected by such amendment on or before 3:30 p.m. 1 cal time at the 17 corporate trust operations office of the Trustee of the 60th day after the giving I f the foregoing 18 notice. I 19 2o SECTION ~04. GENERAL PROVISIONS. No supplement, modification or a endment to this 21 Agreement or to the Agreement referred to and permitted or authorized by this Art cle VII shall be 22 made unless the Trustee shall have obtained an Opinion of Bond Counsel s ating that such ~3 supplement, modification or amendment: ~, 24 25 (i) has been duly and lawfully adopted by the Authority in accordance wi h the provisions 26 of this Agreement, is authorized and permitted by this Agreement, and is v lid and binding 27 upon the County and enforceable in accordance with its terms; and I 28 29 (ii) will not, by itself, adversely affect the maintenance of any exist Ing exclusion of 30 interest payable on the Certificates issued as Ta~c-Exempt Obligations from ross income for 31 federal income tax purposes. i~ 32 !~ 33 ~ 34 ARTICLE VIII '', 35 THE CREDIT FACILITIES 36 37 SECTION gOl. THE INSURANCE POLICY FOR THE 199H CERTIFICATES. ~I 38 39 (A~ INSURANCE POLICY TO BE HELD AS SECURITY FOR THE 199g CER IFICATES. The 40 Insurance Policy and all moneys paid thereunder shall be held by the Trustee in trus for the sole and 41 exclusive benefit of the Owners of the 1998 Certificates. i , FINANCING AND TRUST AGREEMENT I YAGE 46