2010-043 RES APPROVING RESOLUTION PEDC

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(d) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board or any successor to its functions under the Rule. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. Section 27. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this Resolution subject to the following terms and conditions, to-wit: (a) The Issuer may from time to time, without the consent of the Registered Owners, except as otherwise required by paragraph (b) below, amend or supplement this Resolution in order to (i) cure any ambiguity, defect or omission in this Resolution that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this Resolution and that shall not materially adversely affect the interests of the holders, (iv) qualify this Resolution under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, or (v) make such other provisions in regard to matters or questions arising under this Resolution as shall not be inconsistent with the provisions of this Resolution and that shall not in the opinion of the Issuer's Bond Counsel materially adversely affect the interests of the holders. (b) Except as provided in paragraph (a) above, the Registered Owners shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the Issuer; provided, however, that without the consent of all the Registered Owners, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Resolution or in the Bonds so as to: (1) Make any change in the maturity of the Bonds; (2) Reduce the rate of interest borne by the Bonds; (3) Reduce the amount of the principal of payable on the Bonds; (4) Modify the terms of payment of principal or of interest on the Bonds or impose any condition with respect to such payment; or (5) Change the requirement with respect to Registered Owners' consent to such amendment. (c) If at any time the Issuer shall desire to amend this Resolution under this Section, the Issuer shall send by U.S. mail to the Registered Owners of the Bonds a copy of the proposed amendment. 27