TRANSPORTATION CORRIDOR AGENCY - FOOTHILL - EASTERN CORRIDOR

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J ,1v1 This AMENDED AND RESTATED MEMBER NOTICE AND ACKNOWLEDGEMENT (the "Notice and Acknowledgement ") is given by FOOTHILUEASTERN TRANSPORTATION CORRIDOR AGENCY (the "Agency ") and FIRST INTERSTATE BANK OF CALIFORNIA, as trustee (the "Trustee ") and acknowledged by CITY OF SANTA ANA (the "Member "). WHEREAS, in order to implement the Major Thoroughfare and Bridge Fee Program on a regional basis and to provide a means to finance, design and construct a toll road for the Foothill/Eastem Transportation Corridor ( "Foothill/Eastem Transportation Corridor System "), the County of Orange (the "County") and certain cities within the County (collectively, the "Members ") have entered into a First Amended and Restated Joint Exercise of Powers Agreement, dated as of October 17, 1988 (the "Joint Powers Agreement ") creating the Agency; and WHEREAS, in recognition of the particular transportation needs to be addressed in the County, the California Legislature enacted laws codified as Section 50029 and Section 66484.3 of the California Government Code, authorizing the Members to require the payment of Development Impact Fees for the purpose of financing the cost of bridges and major thoroughfares within the County; and WHEREAS, the Agency has determined it necessary and advisable to provide for the issuance from time to time of its Toll Road Revenue Bonds (the "Bonds ") and other evidences of its indebtedness from time to time for the purpose of paying costs of the Foothill/Eastern Transportation Corridor System, including the 1995 Project (as defined in the Second Supplemental Indenture); and WHEREAS, the Agency has determined it necessary and advisable to issue Bonds pursuant to the Master Indenture of Trust dated as of May 15, 1995, by and between the Agency and the Trustee (the "Master Indenture ") including Bonds designated as the Series 1995B -E (Variable Rate) Bonds (the "Series 1995 (Variable Rate) Bonds ") under the conditions and subject to the limitations set forth in the Master Indenture as supplemented by the Second Supplemental Indenture of Trust, as amended (the "Second Supplemental Indenture ") by and between the Agency and the Trustee; and WHEREAS, the Agency's obligations to the banks providing letters of credit to support the Series 1995 (Variable Rate) Bonds (the "Banks ") and to Morgan Guaranty Trust Company of New York (the "Swap Provider ") in respect of the interest rate swap relating to the Series 1995 (Variable Rate) Bonds, will be secured in part by a security interest in all present and future Development Impact Fees, all rights to receive Development Impact Fees and all of the Agency's rights under the Joint Powers Agreement relating to SF3- 73988.1 1355- 23- MRR-09 /01195