Common use of Supplemental Indentures Not Requiring Consent of Owners Clause in Contracts

Supplemental Indentures Not Requiring Consent of Owners. The (a) to provide for the issuance by the Issuer of Additional Senior Bonds in accordance with Section 6.09 hereof; (b) to add additional covenants to the covenants and agreements of the Issuer set forth herein; (c) to add additional revenues, properties or collateral to the Trust Estate; (d) to cure any ambiguity, or to cure, correct or supplement any defect or omission or inconsistent provision contained herein; (e) to amend any existing provision hereof or to add additional provisions which, in the opinion of Bond Counsel, are necessary or advisable (i) to qualify, or to preserve the qualification of, the interest on any Tax-Exempt Senior Bonds for exclusion from gross income for federal income tax purposes; (ii) to qualify, or to preserve the qualification of, this Indenture or any Supplemental Indenture under the federal Trust Indenture Act of 1939, as amended; or (iii) to qualify, or preserve the qualification of, any Senior Bonds for an exemption from registration or other limitations under the laws of any state or territory of the United States; (f) to provide for or eliminate book-entry registration of any of the Senior Bonds; (g) to obtain or maintain a rating of the Senior Bonds by one or more of the Rating Agencies; (h) to facilitate the receipt of moneys; (i) to establish additional funds, accounts or subaccounts necessary or useful in connection with any other provision of this Section; or (j) in connection with any other change which does not materially adversely affect the rights of the Owners, including, without limitation, conforming this Indenture to the terms and provisions of the Series 2014 Loan Agreement, the Concession Agreement, the MSA, the Senior Obligations Intercreditor Agreement or any other Security Documents, as set forth in a certificate of an Issuer Representative and an opinion of Bond Counsel delivered pursuant to Section 9.03(a) hereof.

Supplemental Indentures Not Requiring Consent of Owners. TheSubject to the provisions set forth in Section [7.1] of the Intercreditor Agreement, the Issuer and the Trustee may, without the consent of, or notice to, the Owners, but with the written consent of the Borrower, enter into a Supplemental Indenture for any one or more or all of the following purposes: (a) to provide for the issuance by the Issuer of Additional Senior Bonds in accordance with Section 6.09 hereof; (b) to add additional covenants to the covenants and agreements of the Issuer set forth herein; (c) to add additional revenues, properties or collateral to the Trust Estate; (d) to cure any ambiguity, or to cure, correct or supplement any defect or omission or inconsistent provision contained herein; (e) to amend any existing provision hereof or to add additional provisions which, in the opinion of Bond Counsel, are necessary or advisable (i) to qualify, or to preserve the qualification of, the interest on any Tax-Exempt Senior Bonds for exclusion from gross income for federal income tax purposes; (ii) to qualify, or to preserve the qualification of, this Indenture or any Supplemental Indenture under the federal Trust Indenture Act of 1939, as amended; or (iii) to qualify, or preserve the qualification of, any Senior Bonds for an exemption from registration or other limitations under the laws of any state or territory of the United States; (f) to provide for or eliminate book-entry registration of any of the Senior Bonds; (g) to obtain or maintain a rating of the Senior Bonds by one or more of the Rating Agencies; (h) to facilitate the receipt of moneys; (i) to establish additional funds, accounts or subaccounts necessary or useful in connection with any other provision of this Section; or (j) in connection with any other change which does not materially adversely affect the rights of the Owners, including, without limitation, conforming this Indenture to the terms and provisions of the Series 2014 2017 Loan Agreement, the Concession Project Agreement, the MSACollateral Agency Agreement, the Senior Obligations Intercreditor Agreement or any other Security Documents, as set forth in a certificate of an Issuer Representative and an opinion of Bond Counsel delivered pursuant to Section 9.03(a) hereof.

Supplemental Indentures Not Requiring Consent of Owners. The (a) The Transportation Enterprise and the Trustee may, without the consent of, or notice to, the Owners or, except as provided in Section 7.04 hereof, any other Secured Party, enter into a Supplemental Indenture for any one or more or all of the following purposes: to provide for amend, modify or restate the issuance Glossary in any manner directed by the Issuer Transportation Enterprise in writing, provided that the Transportation Enterprise has certified in writing that, after such amendment, modification or restatement, the Glossary is accurate and that such amendment, modification or restatement does not materially modify the substantive provisions of Additional Senior Bonds in accordance with Section 6.09 hereof; (b) the Master Indenture or any Supplemental Indenture; to add additional covenants to the covenants and agreements of the Issuer Transportation Enterprise or the Trustee set forth herein; (c) ; to impose conditions that limit the issuance of Additional Obligations; to create priorities within a Lien Priority or, with the written consent of the TIFIA Lender, among TIFIA Loans; to modify the C-470 CDOT GP Lanes Project; to modify the C-470 Express Lanes Project in a manner that the Transportation Enterprise certifies is projected to increase Pledged Revenues; to add additional revenues, properties or collateral to the Trust Estate; (d) ; to cure any ambiguity, or to cure, cure or correct or supplement any defect or omission or inconsistent provision contained herein; (e) in the Master Indenture or any Supplemental Indenture or to add or modify any other provision that, in each case, a Transportation Enterprise Representative certifies in writing shall not adversely affect the interest of any class of Owners in any material respect; to facilitate the receipt of Pledged Revenues; to effect or facilitate any change to avoid an Adverse Tax Event, including, but not limited to, a change to conform to any guidance or regulations promulgated by the United States Internal Revenue Service or the United States Treasury Department that relate to the treatment of interest for federal income tax purposes of any Outstanding or proposed Bonds; to amend any existing provision hereof or to add additional provisions which, in the opinion of Bond Counsel, are necessary or advisable (i) to qualify, or to preserve the qualification of, the interest on any Tax-Exempt Senior Bonds for exclusion exemption from gross income for federal income tax purposestaxation and assessment in the State; (ii) to qualify, or to preserve the qualification of, this Master Indenture or any Supplemental Indenture under the federal Trust Indenture Act of 1939, as amended; or (iii) to qualify, or preserve the qualification of, any Senior Bonds or any Credit Facility for an exemption from registration or other limitations under the laws of any state or territory of the United States; (f) ; to amend any provision hereof relating to the Rebate Account if, in the opinion of Bond Counsel, such amendment does not cause an Adverse Tax Event; to provide for or eliminate book-entry registration of any of the Senior Bonds; (g) ; to obtain or maintain make changes that may be required by a rating Rating Agency to prevent any then current ratings of said Rating Agency in respect of the Senior Bonds by one from being reduced or more withdrawn to the extent such changes, in the reasonable opinion of a Transportation Enterprise Representative, would not adversely affect the Rating Agencies; (h) interests of Owners such Bonds or any other Series of Bonds in any material respect; to authorize the issuance of Bonds or the incurrence of TIFIA Loans in accordance with Article I hereof; to amend any provision hereof applicable only to the issuance of Bonds that are payable from the Trust Estate on a basis subordinate to any outstanding Secured Obligation; to facilitate the receipt provision of moneys; (i) or an amendment to a Credit Facility or Hedge Facility in accordance with Section 4.09 hereof to the extent such amendment would not reasonably be expected to adversely affect the interests of Owners of any series of Bonds in any material respect; to facilitate any amendment to any TIFIA Loan Agreement or any CDOT O&M Loan Agreement entered into in accordance with Section 7.05 hereof; to establish additional funds, accounts Accounts or subaccounts Subaccounts necessary or useful in connection with any Supplemental Indenture authorized by any other provision of this Section; oror to create and provide for the funding of a Hedging Acquisition Account (as defined in the related TIFIA Loan Agreement) if and as required by any TIFIA Loan Agreement or any Supplemental Indenture authorizing a TIFIA Loan. Parties. Enterprise and the Trustee may not enter into a Supplemental Indenture without the written consent of the Owners of not less than a majority of the Bond Ownership Rights; provided, however, that no Supplemental Indenture described below may be entered into without the written consent of all the Secured Parties affected thereby: (ji) a reduction of the interest rate, Debt Service, Redemption Price or Purchase Price payable on any Bond, a change in connection with the maturity date of any Bond, a change in the Original Principal Amount of any Capital Appreciation Bond, a change in any Interest Payment Date for any Current Interest Bond or any Accretion Date for any Capital Appreciation Bond or a change in the redemption provisions applicable to any Bond; (ii) a reduction of the interest rate or Debt Service payable on any TIFIA Loan, a change in the manner in which any amount payable on any TIFIA Loan is calculated or a change in the date on which any amount payable under any TIFIA Loan is payable; (iii) the creation of a priority right in the Trust Estate of another Secured Party over the right of the affected Secured Party, except as permitted herein, or any other change which does not materially adversely affect and prejudicially affects the Owners of less than all of the Bond Ownership Rights; or (iv) a reduction in the percentage of the Bond Ownership Rights required for consent to any Supplemental Indenture or to exercise any other rights under this Master Indenture. If at any time the Trustee shall propose to execute and deliver any Supplemental Indenture for any of the purposes of this Section, the Trustee shall cause notice of the proposed execution and delivery of such Supplemental Indenture to be mailed to the Owners of the Bonds at the addresses last shown on the registration records of the Trustee and to the other Secured Parties at the addresses last shown in the agreements governing the rights of such other Secured Parties at the expense of the Transportation Enterprise. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that copies thereof are on file at the Principal Corporate Trust Office of the Trustee for inspection by all Owners. If, includingwithin 60 days or such longer period as shall be prescribed by the Transportation Enterprise following the mailing of such notice, without limitation(i) the Owners of not less than a majority, conforming or, with respect to the matters specified in paragraphs (i) through (iv) of subsection (a) of this Section, 100%, of the Bond Ownership Rights of the Outstanding Bonds and (ii) the other Secured Parties affected by such Supplemental Indenture shall have consented to and approved the execution thereof as herein provided, no Secured Party shall have any right to object to any of the terms and provisions of contained therein, or the Series 2014 Loan Agreementoperation thereof, or to enjoin or restrain the Concession Agreement, Trustee from executing the MSA, the Senior Obligations Intercreditor Agreement same or from taking any other Security Documents, as set forth in a certificate of an Issuer Representative and an opinion of Bond Counsel delivered action pursuant to Section 9.03(a) hereofthe provisions thereof.

Supplemental Indentures Not Requiring Consent of Owners. TheThe Transportation Enterprise and the Trustee may, without the consent of, or notice to, the Owners, USDOT or any other Secured Party, enter into a Supplemental Indenture for any one or more or all of the following purposes: (a) to provide for amend, modify or restate the issuance Glossary in any manner directed by the Issuer Transportation Enterprise in writing, provided that the Transportation Enterprise has certified in writing that, after such amendment, modification or restatement, the Glossary is accurate and that such amendment, modification or restatement does not materially modify the substantive provisions of Additional Senior Bonds in accordance with Section 6.09 hereofthe Master Indenture or any Supplemental Indenture; (b) to add additional covenants to the covenants and agreements of the Issuer Transportation Enterprise or the Trustee set forth herein; (c) to impose conditions that limit the issuance of Additional Obligations; (d) to add a test similar to the Coverage Test set forth in Section 4.02 hereof with respect to the Debt Service on Junior Bonds; (e) to create priorities within a Lien Priority or, with the written consent of USDOT, among TIFIA Loans; (f) to modify the CDOT Project; (g) to modify the Project in a manner that the Transportation Enterprise certifies is projected to increase Pledged Revenues; provided that the U.S. 36 Project shall not be modified without the written consent of USDOT; (h) to add additional revenues, properties or collateral to the Trust Estate; (di) to cure any ambiguity, or to cure, correct or supplement any defect or omission or inconsistent provision contained hereinin the Master Indenture or any Supplemental Indenture or to add or modify any other provision that a Transportation Enterprise Representative certifies in writing is necessary or desirable; (ej) to facilitate the receipt of Pledged Revenues; (k) to effect or facilitate any change to avoid an Adverse Tax Event, including, but not limited to, a change to conform to any guidance or regulations promulgated by the United States Internal Revenue Service or the United States Treasury Department that relate to the treatment for federal income tax purposes of any Outstanding or proposed Bonds; (l) to amend any existing provision hereof or to add additional provisions which, in the opinion of Bond Counsel, are necessary or advisable (i) to qualify, or to preserve the qualification of, the interest on any Tax-Exempt Senior Bonds for exclusion exemption from gross income for federal income tax purposestaxation and assessment in the State; (ii) to qualify, or to preserve the qualification of, this Master Indenture or any Supplemental Indenture under the federal Trust Indenture Act of 1939, as amended; or (iii) to qualify, or preserve the qualification of, any Senior Bonds or any Credit Facility for an exemption from registration or other limitations under the laws of any state or territory of the United States; (fm) to amend any provision hereof relating to the Rebate Account if, in the opinion of Bond Counsel, such amendment does not cause an Adverse Tax Event; (n) to provide for or eliminate book-entry registration of any of the Senior Bonds; (go) to obtain or maintain a rating of the Senior Bonds or any TIFIA Loan by one or more of the Rating Agenciesa nationally recognized securities rating agency; (hp) to authorize the issuance of Bonds or entering into TIFIA Loans in accordance with Article I hereof; (q) to amend any provision hereof applicable only to or only to the issuance of Bonds that are payable from the Trust Estate on a basis subordinate to any outstanding Secured Obligation; (r) to facilitate the receipt provision of moneysor an amendment to a Credit Facility or Hedge Facility in accordance with Section 4.09 hereof; (is) to facilitate any amendment to any TIFIA Loan Agreement, the CDOT O&M Loan Agreement or the I-25 Excess Revenues IGA entered into in accordance with Section 7.04 hereof; (t) to establish additional funds, accounts Accounts or subaccounts Subaccounts necessary or useful in connection with any Supplemental Indenture authorized by any other provision of this Section; (u) to create and provide for the funding of a Hedging Acquisition Account (as defined in the related TIFIA Loan Agreement) if and as required by any TIFIA Loan Agreement or any Supplemental Indenture authorizing a TIFIA Loan; or (jv) in connection with to effect any other change that, in the reasonable judgment of the Transportation Enterprise (which may be exercised in reliance upon certifications or advice provided by investment bankers or others with experience in the municipal bond industry), does not materially adversely affect the rights of the Owners, including, without limitation, conforming this Indenture to the terms and provisions of the Series 2014 Loan Agreement, the Concession Agreement, the MSA, the Senior Obligations Intercreditor Agreement or any other Security Documents, as set forth in a certificate of an Issuer Representative and an opinion of Bond Counsel delivered pursuant to Section 9.03(a) hereofSecured Parties.

Supplemental Indentures Not Requiring Consent of Owners. TheThe Issuer and the Trustee may with the prior consent of the Company and with an opinion of Bond Counsel to the effect that such action will not impair the exclusion of the interest on the Bonds from gross income for purposes of federal income taxation, but without the consent of, or notice to, any of the Owners of the Bonds, enter into an indenture or indentures supplemental to this Indenture as shall not be inconsistent with the terms and provisions hereof for any one or more of the following purposes: (a) to provide for cure any ambiguity, defect or omission in this Indenture, or to otherwise amend this Indenture, in such manner as shall not in the issuance by opinion of the Issuer Trustee impair the security hereof or adversely affect the Owners of Additional Senior Bonds in accordance with Section 6.09 hereofthe Bonds; (b) to add additional covenants grant to or confer upon the covenants and agreements Trustee for the benefit of the Issuer set forth hereinOwners of the Bonds any additional rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the Owners of the Bonds or the Trustee; (c) to add additional revenuescovenants of the Issuer, properties or collateral to surrender any right or power herein conferred upon the Trust EstateIssuer; (d) to cure any ambiguitysubject to this Indenture additional revenues, properties or to cure, correct or supplement any defect or omission or inconsistent provision contained herein;collateral; and (e) to modify, amend any existing provision hereof or to add additional provisions which, in the opinion of Bond Counsel, are necessary or advisable (i) to qualify, or to preserve the qualification of, the interest on any Tax-Exempt Senior Bonds for exclusion from gross income for federal income tax purposes; (ii) to qualify, or to preserve the qualification of, supplement this Indenture or any Supplemental Indenture indenture supplemental hereto in such manner as to permit the qualification hereof and thereof under the federal Trust Indenture Act of 1939, as amended; or (iii) to qualify, or preserve any similar federal statute hereafter in effect or to permit the qualification of, any Senior of the Bonds for an exemption from registration or other limitations sale under the securities laws of any state or territory of the states of the United States; (f) , and, if they so determine, to provide for or eliminate book-entry registration of any of the Senior Bonds; (g) add to obtain or maintain a rating of the Senior Bonds by one or more of the Rating Agencies; (h) to facilitate the receipt of moneys; (i) to establish additional funds, accounts or subaccounts necessary or useful in connection with any other provision of this Section; or (j) in connection with any other change which does not materially adversely affect the rights of the Owners, including, without limitation, conforming this Indenture to the terms or any indenture supplemental hereto such other terms, conditions and provisions as may be permitted by said Trust Indenture Act of the Series 2014 Loan Agreement, the Concession Agreement, the MSA, the Senior Obligations Intercreditor Agreement 1939 or any other Security Documents, as set forth in a certificate of an Issuer Representative and an opinion of Bond Counsel delivered pursuant to Section 9.03(a) hereofsimilar federal statute.