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<br />provisions of this Resolution, provided such action shall not adversely affect the interests of the
<br />Holders of the Bonds.
<br />
<br />In addition, the Authority may, with the written consent of the Bond Insurer and the
<br />Holders of a majority in aggregate principal amount of the Bonds then Outstanding affected
<br />thereby, amend, add to, or rescind any of the provisions of this Resolution; provided that,
<br />without the consent of the Holders of all affected Outstanding Bonds, no such amendment,
<br />addition, or rescission shall (1) change the Stated Maturity of the Bonds or any installment of
<br />interest thereon, reduce the principal amount thereof, the Redemption Price therefor, or the rate
<br />of interest thereon, change the place or places at, or the coin or currency in, which any Bond or
<br />the interest thereon is payable, or in any other way modify the terms of payment of the principal
<br />of or interest on the Bonds, (2) give any preference to any Bond over any other Bond, (3) reduce
<br />the percentage in principal amount of the Outstanding Bonds the consent of the Holders of which
<br />is required for any such amendment, addition, or rescission, or the consent of Holders of which is
<br />required for any waiver provided for in this Resolution of compliance with certain provisions of
<br />this Resolution or certain defaults hereunder and their consequences, (4) modify or alter the
<br />provisions of the proviso to the definition of the term "Outstanding," (5) modify any of the
<br />provisions of this Section, except to increase any percentage provided hereby or to provide that
<br />certain other provisions of this Resolution cannot be modified or waived without the consent of
<br />the Holder of each Bond affected thereby, or (6) permit the creation of any lien ranking prior to
<br />or on a parity with the pledge granted hereby, or on or of the Gross Revenues, or deprive the
<br />Holder of any Bond of the security afforded by such pledge. It shall not be necessary for any
<br />consent of Bondholders except for the Bond Insurer under this Section to approve the particular
<br />form of any proposed amendment, addition, or rescission, but it shall be sufficient if such
<br />consent shall approve the substance thereof.
<br />
<br />SECTION 1.5. Benefits of Resolution.
<br />
<br />Nothing in this Resolution, expressed or implied, is intended or shall be construed to
<br />confer upon any Person other than the Authority, the Paying Agent, the Bond Insurer, and the
<br />Bondholders any right, remedy, or claim, legal or equitable, under or by reason of this
<br />Resolution or any provision hereof, this Resolution and all its provisions being intended to be
<br />and being for the sole and exclusive benefit of the Authority, the Paying Agent/Registrar, the
<br />Bond Insurer, and the Bondholders.
<br />
<br />SECTION 1.6. Repealer.
<br />
<br />All resolutions, or parts thereof, which are in conflict or inconsistent with any provision
<br />of this Resolution are hereby repealed and declared to be inapplicable to the extent of such
<br />conflict, and the provisions of this Resolution shall be and remain controlling as to the matters
<br />contained herein.
<br />
<br />SECTION 1.7. Governing Law.
<br />
<br />This Resolution shall be construed in accordance with and governed by the laws of the
<br />State of Texas and the United States of America.
<br />
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<br />HOU:3003369. ]
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