Common use of AMENDMENTS AND SUPPLEMENTS WITHOUT BONDHOLDERS' CONSENT Clause in Contracts

AMENDMENTS AND SUPPLEMENTS WITHOUT BONDHOLDERS' CONSENT. This Indenture may be amended or supplemented at any time and from time to time, without the consent of the Bondholders, by a supplemental indenture authorized by a resolution of the Issuer filed with the Trustee for one or more of the following purposes: (a) to cure any formal defect, omission, inconsistency or ambiguity in this Indenture; (b) to add covenants and agreements of the Issuer in this Indenture, or to surrender any right or power reserved or conferred upon the Issuer, and which is not materially adverse to the interests of the Bondholders; (c) to confirm, as further assurance, any pledge of or lien on the Revenues of the Issuer from the Financing Agreement or of any other moneys, securities or funds subject to the lien of this Indenture; (d) to comply with the requirements of the Trust Indenture Act of 1939, as amended; (e) to modify, alter, amend or supplement this Indenture in any other respect which in the judgment of the Trustee is not materially adverse to the interests of the Bondholders; (f) to implement the Fixed Rate or to evidence or give effect to the delivery of a replacement Letter of Credit; and (g) to make any other change required by Moody's or S & P as a condition of rating the Bonds, provided such change is not materially adverse to the interests of the Bondholders. Before the Issuer and the Trustee shall enter into any supplemental indenture pursuant to this Section, there shall have been delivered to the Trustee, the Tender Agent, the Issuer, the Company and the Bank an opinion of nationally recognized bond counsel stating that such supplemental indenture is authorized or permitted by this Indenture and the Act, complies with their respective terms, will, upon the execution and delivery thereof, be valid and binding upon the Issuer in accordance with its terms and will not adversely affect the exemption from federal income taxation of interest on the Bonds.

AMENDMENTS AND SUPPLEMENTS WITHOUT BONDHOLDERS' CONSENT. This Indenture may be amended or supplemented at any time and from time to time, without the consent of the Bondholders, but with the consent of the Paying Agent if the amendment or supplement would materially adversely affect or alter the duties or obligations of the Paying Agent under this Indenture, by a supplemental indenture authorized by a resolution of the Issuer and filed with the Trustee Trustee, for one or more of the following purposes: (a) to cure any formal defect, omission, inconsistency or ambiguity in this Indenture; (bi) to add additional covenants and agreements of the Issuer in this Indenture, or to surrender any right or power reserved or herein conferred upon the Issuer; (ii) for any purpose not inconsistent with the terms of this Indenture or to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, and or to make such other provisions in regard to matters or questions arising under this Indenture which is shall not materially adverse to adversely affect the interests of the Bondholdersowners of the Bonds; (ciii) to confirmpermit the Bonds to be converted to certificateless securities or vice versa or securities represented by a master certificate held in trust, as further assuranceownership of which, any pledge of or lien in either case, is evidenced by book entries on the Revenues books of the Issuer from the Financing Agreement Bond Registrar, for any period of time, or of any other moneys, securities or funds subject to conform to the lien procedures of the Securities Depository to effect the book-entry system set forth in Section 2.15 hereof; (iv) to permit the appointment of a co trustee under this Indenture; (dv) to comply with authorize different authorized denominations of the requirements Bonds and to make correlative amendments and modifications to this Indenture regarding exchangeability of Bonds of different authorized denominations, redemptions of portions of Bonds of particular authorized denominations and similar amendments and modifications of a technical nature; (vi) to modify, alter, supplement or amend this Indenture in such manner as shall permit the qualification hereof under the Trust Indenture Act of 1939, as from time to time amended; (evii) to modify, alter, amend or supplement this Indenture in any other respect which in the judgment of the Trustee is not materially adverse to the interests of the Bondholders; (fviii) to implement the Fixed Rate or to evidence or give effect conform to the delivery requirements of a replacement Letter of Creditany Rating Service; and (gix) to make any other change required by Moody's or S & P provide for the issuance of Additional Bonds as a condition of rating the Bonds, provided such change is not materially adverse to the interests of the Bondholdersin Sections 2.12 and 2.13. Before the Issuer and the Trustee shall enter into any supplemental indenture pursuant to this Section, there shall have been delivered to the Trustee, Trustee a Favorable Opinion stating the Tender Agent, the Issuer, the Company requirements of such opinion and the Bank an opinion of nationally recognized bond counsel also stating that such supplemental indenture is authorized or permitted by this Indenture and the Act, complies with their respective terms, will, upon the execution and delivery thereof, be valid and binding upon the Issuer in accordance with its terms and will not adversely affect the exemption from federal income taxation of interest on the Bondsterms.

AMENDMENTS AND SUPPLEMENTS WITHOUT BONDHOLDERS' CONSENT. This ------------- ------------------------------------------------------- Indenture may be amended or supplemented at any time and from time to time, without notice to or the consent of the Bondholders, Bondholders by a supplemental indenture authorized by a resolution of the Issuer Certified Resolution filed with the Trustee Trustee, if consented to in writing by the Company, for one or more of the following purposes: (a) to cure any formal defect, omission, inconsistency or ambiguity in this Indenture; (b) to add additional covenants and agreements of the Issuer in this Indenture, or to surrender any right or power reserved or herein conferred upon the Issuer; (b) for any purpose not inconsistent with the terms of this Indenture or to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture and which is in all cases shall not materially adverse to adversely affect the interests of the Bondholdersholders of the Bonds, including the appointment and duties of a co-paying agent, co-trustee, bond registrar and authenticating agent; (c) to confirmmodify, as further assurance, any pledge of eliminate or lien on the Revenues of the Issuer from the Financing Agreement or of any other moneys, securities or funds subject add to the lien provisions of this IndentureIndenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act of 1939 or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act of 1939; (d) to comply with grant to or confer or impose upon the requirements Trustee for the benefit of the Trust owners of the Bonds any additional rights, remedies, powers, authority, security, liabilities or duties which may lawfully be granted, conferred or imposed and which are not contrary to or inconsistent with this Indenture Act of 1939, as amendedtheretofore in effect; (e) to modify, alter, amend or supplement authorize different authorized denominations of the Bonds and to make correlative amendments and modifications to this Indenture in any other respect which in the judgment regarding exchangeability of the Trustee is not materially adverse to the interests Bonds of the Bondholdersdifferent authorized denominations, redemptions of portions of Bonds of particular authorized denominations and similar amendments and modifications of a technical nature; (f) to implement modify, alter, supplement or amend this Indenture to comply with changes in the Fixed Rate Code affecting the status of interest on the Bonds as excluded from gross income for federal income tax purposes or to evidence the obligations of the Issuer or give effect to the delivery Company in respect of a replacement Letter Section 148 of Creditthe Code; and (g) to make any amendments appropriate or necessary in connection with or to provide for any insurance policy, irrevocable transferable letter of credit, guaranty, surety bond, line of credit, revolving credit agreement or other change required by Moody's agreement or S & P as security device delivered to the Trustee and providing for (i) payment of the principal and interest on the Bonds or a condition portion thereof, or (ii) payment of rating the purchase or redemption price of the Bonds, provided such change is not materially adverse to the interests of the Bondholdersor (iii) both (i) and (ii). Before the Issuer and the Trustee shall enter into any supplemental indenture pursuant to this SectionSection 11.01 or Section 11.02, there shall have been delivered to the Trustee, the Tender Agent, the Issuer, the Company and the Bank Trustee an opinion of nationally recognized bond counsel stating that such amended or supplemental indenture is authorized or permitted by the Act and is authorized under this Indenture and the ActIndenture, complies with their respective terms, that such amended or supplemental indenture will, upon the execution and delivery thereof, be valid and binding upon the Issuer in accordance with its terms and will not adversely affect the exemption exclusion from federal gross income taxation of the interest on the BondsBonds for federal income tax purposes. In addition, so long any of the Bonds are owned by the Initial Owner, no supplemental indenture shall be effective unless consented to by the Initial Owner.

AMENDMENTS AND SUPPLEMENTS WITHOUT BONDHOLDERS' CONSENT. This Indenture may be amended or supplemented at any time and from time to time, without the consent of the Bondholders, but with the consent of the Credit Facility Issuer, if any, which consent shall not be withheld unreasonably, by a supplemental indenture authorized by a resolution of the Issuer, executed by the Issuer and the Trustee and filed with the Trustee Trustee, for one or more of the following purposes: (a) to cure any formal defect, omission, inconsistency or ambiguity in this Indenture; (b) to add additional covenants and agreements of the Issuer in this Indenture, or to surrender any right or power reserved or herein conferred upon the Issuer; (b) for any purpose not inconsistent with the terms of this Indenture or to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, and or to make such other provisions in regard to matters or questions arising under this Indenture which is not shall not, in the opinion of the Trustee, materially adverse to adversely affect the interests of the Bondholdersowners of the Bonds; (c) to confirmpermit the Bonds to be converted to certificateless securities or securities represented by a master certificate held in trust, as further assuranceownership of which, any pledge of or lien in either case, is evidenced by book entries on the Revenues books of the Issuer from the Financing Agreement or Bond Registrar, for any period of any other moneys, securities or funds subject to the lien of this Indenturetime; (d) to comply with permit the requirements appointment of a co-trustee under this Indenture; (e) to authorize different authorized denominations of the Bonds and to make correlative amendments and modifications to this Indenture regarding exchangeability of Bonds of different authorized denominations, redemptions of portions of Bonds of particular authorized denominations and similar amendments and modifications of a technical nature; (f) to modify, alter, supplement or amend this Indenture in such manner as shall permit the qualification hereof under the Trust Indenture Act of 1939, as from time to time amended; (eg) to modify, alter, amend or supplement this Indenture in any other respect which in the judgment of the Trustee is not materially adverse to the interests Bondholders; or (h) To make amendments to the provisions hereof relating to arbitrage matters under Section 148 of the Bondholders; (f) Code, if, in the opinion of nationally recognized bond counsel selected by the Company and approved by the Trustee, those amendments would not cause the interest on the Bonds outstanding to implement be included in gross income of the Fixed Rate or to evidence or give effect Bondholders for federal income tax purposes which amendments may, among other things, change the responsibility for making the relevant calculations. The Company shall pay to the delivery Trustee the reasonable fees of a replacement Letter any attorneys or counsel retained by the Trustee for the purposes of Credit; and researching and rendering the opinion described in (gb) to make any other change required by Moody's or S & P as a condition of rating the Bonds, provided such change is not materially adverse to the interests of the Bondholdersabove. Before the Issuer and the Trustee shall enter into any supplemental indenture pursuant to this SectionSection 14.01, there shall have been delivered to the Trustee, the Tender Agent, the Issuer, the Company and the Bank Trustee an opinion of nationally recognized bond counsel Counsel stating that such supplemental indenture is authorized or permitted by under this Indenture Indenture, and the Act, complies with their respective terms, that such supplemental indenture will, upon the execution and delivery thereof, be valid and binding upon the Issuer in accordance with its terms and will not adversely affect the exemption from federal income taxation of interest on the Bondsterms.

AMENDMENTS AND SUPPLEMENTS WITHOUT BONDHOLDERS' CONSENT. This Indenture may be amended or supplemented at any time and from time to time, without the consent of the Bondholders, but with the consent of the Remarketing Agent or the Paying Agent, as the case may be, if the amendment or supplement would materially adversely affect or alter the duties or obligations of the Remarketing Agent or the Paying Agent under this Indenture, by a supplemental indenture authorized by a resolution of the Issuer and filed with the Trustee Trustee, for one or more of the following purposes: (a) to cure any formal defect, omission, inconsistency or ambiguity in this Indenture; (bi) to add additional covenants and agreements of the Issuer in this Indenture, or to surrender any right or power reserved or herein conferred upon the Issuer; (ii) for any purpose not inconsistent with the terms of this Indenture or to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, and or to make such other provisions in regard to matters or questions arising under this Indenture which is shall not materially adverse to adversely affect the interests of the Bondholdersowners of the Bonds; (ciii) to confirmpermit the Bonds to be converted to non-certificated securities or vice versa or securities represented by a master certificate held in trust, as further assuranceownership of which, any pledge of or lien in either case, is evidenced by book entries on the Revenues books of the Issuer from the Financing Agreement Bond Registrar, for any period of time, or of any other moneys, securities or funds subject to conform to the lien procedures of the Securities Depository to effect the Book-Entry-Only System set forth in Section 2.13 hereof; (iv) to permit the appointment of a co-trustee under this Indenture; (dv) to comply with authorize different authorized denominations of the requirements Bonds and to make correlative amendments and modifications to this Indenture regarding exchangeability of Bonds of different authorized denominations, redemptions of portions of Bonds of particular authorized denominations and similar amendments and modifications of a technical nature; (vi) to modify, alter, supplement or amend this Indenture in such manner as shall permit the qualification hereof under the Trust Indenture Act of 1939, as from time to time amended; (evii) to modify, alter, amend or supplement this Indenture in any other respect which in the judgment of the Trustee is not materially adverse to the interests of the Bondholders; (fviii) to implement provide for a Credit Facility or any other credit enhancement permitted by the Fixed terms of this Indenture; (ix) effective as of the Conversion Date for Bonds being converted from one Rate Period to a different Rate Period or from a Multiannual Rate Period to evidence or give effect a new Multiannual Rate Period, to make any amendment affecting only the delivery of a replacement Letter of CreditBonds being converted; and (gx) to make any other change required by Moody's or S & P as a condition of rating the Bonds, provided such change is not materially adverse conform to the interests requirements of the Bondholdersany Rating Service. Before the Issuer and the Trustee shall enter into any supplemental indenture pursuant to this Section, there shall have been delivered to the Trustee, Trustee a Favorable Opinion stating the Tender Agent, the Issuer, the Company requirements of such opinion and the Bank an opinion of nationally recognized bond counsel also stating that such supplemental indenture is authorized or permitted by this Indenture and the Act, complies with their respective terms, will, upon the execution and delivery thereof, be valid and binding upon the Issuer in accordance with its terms and will not adversely affect the exemption from federal income taxation of interest on the Bondsterms.

AMENDMENTS AND SUPPLEMENTS WITHOUT BONDHOLDERS' CONSENT. This Indenture may be amended or supplemented at any time and from time to time, without the consent of the Bondholders, and if the amendment or supplement would affect or alter the duties or obligations of the Remarketing Agent, the Auction Agent, the Market Agent or the Tender Agent under this Indenture, with the consent of the Remarketing Agent, the Auction Agent, the Market Agent or the Tender Agent, as the case may be, which consent shall not be unreasonably withheld, by a supplemental indenture authorized by a resolution of the Issuer filed with the Trustee Trustee, for one or more of the following purposes: (a) to cure any formal defect, omission, inconsistency or ambiguity in this Indenture; (b) to add additional covenants and agreements of the Issuer in this Indenture, or to surrender any right or power reserved or herein conferred upon the Issuer; (b) for any purpose not inconsistent with the terms of this Indenture or to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, and or to make such other provisions in regard to matters or questions arising under this Indenture which is shall not materially adverse to adversely affect the interests of the Bondholders; (c) to confirm, as further assurance, any pledge of grant to or lien on confer or impose upon the Revenues Trustee for the benefit of the Issuer from owners of the Financing Agreement Bonds any additional rights, remedies, powers, authority, security, liabilities or of any other moneysduties which may lawfully be granted, securities conferred or funds subject imposed and which are not contrary to the lien of or inconsistent with this IndentureIndenture as theretofore in effect; (d) to comply with facilitate (i) the requirements transfer of Bonds from one Depository to another and the Trust Indenture Act succession of 1939Depositories, as amendedor (ii) the withdrawal from a Depository of Bonds held in a Book-Entry System and the issuance of replacement Bonds in fully registered form to Persons other than a Depository; (e) to permit the appointment of a co-trustee under this Indenture; (f) to authorize different authorized denominations of the Bonds and to make correlative amendments and modifications to this Indenture regarding exchangeability of Bonds of different authorized denominations, redemptions of portions of Bonds of particular authorized denominations similar amendments and modifications of a technical nature; (g) to modify, alter, supplement or amend this Indenture to comply with changes in the Code affecting the status of interest on the Bonds as excluded from gross income for federal income purposes or the obligations of the Issuer or the Company in respect of Section 148 of the Code; (h) to make any amendments appropriate or necessary to provide for any Credit Facility, any bond insurance policy or any insurance policy, letter of credit, guaranty, surety bond, line of credit, revolving credit agreement, standby bond purchase agreement or other agreement or security device delivered to the Trustee and providing for (i) payment of the principal, interest and redemption premium on the Bonds or a portion thereof, (ii) payment of the purchase price of the Bonds or (iii) both (i) and (ii); (i) to make any changes required by a Rating Agency in order to obtain or maintain a rating for the Bonds; (j) in connection with any mandatory purchase pursuant to Section 5.01(b) of all of the Bonds or any purchase in lieu of redemption pursuant to Section 9.01(c) of all of the Bonds, to amend this Indenture in any respect (even if to the adverse interest of the Bondholders) provided that such amendment shall not be effective until after such mandatory purchase or purchase in lieu of redemption and the payment of the purchase price in connection therewith; and (k) to modify, alter, amend or supplement this Indenture in any other respect which in the judgment of the Trustee is not materially adverse to the interests of the Bondholders; (f) to implement the Fixed Rate or to evidence or give effect to the delivery of a replacement Letter of Credit; and (g) to make any other change required by Moody's or S & P as a condition of rating the Bonds, provided such change is not materially adverse to the interests of the Bondholders. Before the Issuer and the Trustee shall enter into any supplemental indenture pursuant to this Section, there shall have been delivered to the Trustee, the Tender Agent, the Issuer, the Company and the Bank an opinion of nationally recognized bond counsel stating that such supplemental indenture is authorized or permitted by this Indenture and the Act, complies with their respective terms, will, upon the execution and delivery thereof, be valid and binding upon the Issuer in accordance with its terms and will not adversely affect the exemption from federal income taxation of interest on the Bonds.