Common use of Supplemental Indentures Requiring Consent of Bondholders Clause in Contracts

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided however, that nothing in this section contained shall permit or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder of such Bond, or (b) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or (c) the creation of any lien prior to or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstanding, or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (f) a privilege or priority of any Bond over any other Bonds, or

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 9.1. hereof, and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided however, that nothing in this section contained shall permit or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder of such Bond, or (b) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or (c) the creation of any lien prior to or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstanding, or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (f) a privilege or priority of any Bond over any other Bonds, oror (g) the deprivation of the Owners of any Series 2024 Bonds then Outstanding of the lien thereby created. Anything herein to the contrary notwithstanding, a supplemental indenture under this Article which affects any rights of the Company shall not become effective unless and until the Company shall have consented in writing to the execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture together with a copy of the proposed supplemental indenture to be mailed by certified or registered mail to the Company at least fifteen (15) days prior to the proposed date of execution and delivery of any such supplemental indenture.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided however, that nothing in this section contained shall permit or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder of such Bond, or (b) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or (c) the creation of any lien prior to or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstandingoutstanding (provided, however, that nothing shall prohibit the Issuer from pledging XXXX Revenues to other obligations under the terms and conditions permitted by the Pledge Ordinance), or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (f) a privilege or priority of any Bond over any other Bonds, oror (g) a derivation of the Owners of any Series 20 Bonds then Outstanding of the lien thereby created. Anything herein to the contrary notwithstanding, a supplemental indenture under this Article which materially affects any rights of the Borrower shall not become effective unless and until the Borrower shall have consented in writing to the execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture together with a copy of the proposed supplemental indenture to be mailed by certified or registered mail to the Borrower at least fifteen (15) days prior to the proposed date of execution and delivery of any such supplemental indenture.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided however, that nothing in this section contained shall permit or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder Bondholder of such Bond, or (b) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders Bondholders of all the Bonds which would be affected by the action to be taken, or (c) the creation of any lien prior to or or, except for the lien of Parity Obligations, on a parity with the lien of this Indenture without the consent of the holders Bondholders of all the Bonds at the time outstanding, or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders Bondholders of which are required to consent to any such supplemental indenture, without the consent of the holders Bondholders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (f) a privilege or priority of any Bond over any other Bonds, oror (g) a deprivation of the Owners of any Series 2016 Bonds then Outstanding of the lien thereby created. Anything herein to the contrary notwithstanding, a supplemental indenture under this Article which affects any rights of the WLCDC shall not become effective unless and until the WLCDC shall have consented in writing to the execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture together with a copy of the proposed supplemental indenture to be mailed by certified or registered mail to the WLCDC at least fifteen (15) days prior to the proposed date of execution and delivery of any such supplemental indenture.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of Except for supplemental indentures covered by as provided in Section 9.1 801 hereof, and subject to the terms and provisions contained holders of not less than two-thirds in this Section, and not otherwise, aggregate principal amount of the Requisite Bondholders Bonds then Outstanding shall have the right, from time to time, anything contained in this the Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer or the Trustee for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this the Indenture or in any supplemental indenture; provided provided, however, that nothing contained in this section contained Section 802 shall permit or be construed as permitting (except as otherwise permitted in this Indenture1) (a) an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder of such Bond, or (ba) a reduction in the amount rate, or extension of the time of payment, of interest on any payment required by Bond, (b) a reduction of any sinking fund applicable to premium payable on the redemption of any Bonds without the consent Bond, or an extension of the holders of all the Bonds which would be affected by the action to be takentime for such payment, or (c) a reduction in the principal amount payable on any Bond, or an extension of time in which the principal amount of any Bond is payable, whether at the stated or declared maturity or redemption thereof, (2) the creation of any lien Lien prior to or on a parity with the lien Lien of this Indenture without (other than that parity Lien created to secure the consent of the holders of all the Bonds at the time outstandingAdditional Bonds), or (d3) a reduction in the aforesaid aggregate principal amount of Bonds Bonds, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding Outstanding which would be affected by the action to be taken, or (e4) a the modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (f5) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, 10.01 hereof and subject to the terms and provisions contained in this SectionSection 10.02, and not otherwise, the Requisite Bondholders holders of not less than 50% in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer Trustee for the purpose of modifying, altering, amending, adding to or rescinding, in any particularparticular way, any of the terms or provisions contained in this Indenture or in any indenture supplemental indenturehereto; provided provided, however, that nothing in this section Section 10.02 contained shall permit permit, or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension a change in the maturity of the stated maturity principal of or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of on any premium payable on the redemption of, any Bonds, without the consent of the holder of such BondBond issued hereunder, or (b) a reduction in the principal amount of, or extension redemption premium on, any Bond or Bonds or the rate or rates of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be takeninterest thereon, or (c) the creation a privilege or priority of any lien prior to Bond or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstandingthen Outstanding over any other Bond or Bonds then Outstanding, or (d) a reduction in the aforesaid aggregate principal amount of the Bonds the holders of which are required to for consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, indenture or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (f) a privilege or priority holder of any Bond over then outstanding to be deprived of the lien created by this Indenture, unless, in each case, holders of all Bonds then Outstanding consent to such supplemental indenture. If at any other Bondstime the Issuer shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this Section 10.02, orthe Trustee shall, upon being satisfactorily secured and/or indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be given in the same manner as the giving of notices of redemption as set forth in Section 3.04 hereof. 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 Bondholders. If, within sixty days or such longer period as shall be prescribed by the Issuer following the giving of such notice, the holders of not less than 50% in aggregate principal amount of the Bonds Outstanding at the time of the execution of any such supplemental indenture shall have consented to and approved the execution thereof as herein provided, no holder of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section 10.02 permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith and without the necessity for notation on the Bonds then Outstanding. Anything herein to the contrary notwithstanding, a supplemental indenture under this Article X which affects the rights of the Company shall not become effective unless and until the Company shall have consented to the execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture together with a copy of the proposed supplemental indenture to be mailed by certified or registered mail to the Company at least fifteen days prior to the giving of notice of the proposed execution of such supplemental indenture as provided in this Section 10.02. The Company shall be deemed to have consented to the execution and delivery of any such supplemental indenture if the Trustee does not receive a letter of protest or objection thereto signed by or on behalf of the Company on or before 4:30 P.M., Arkansas time, on the fifteenth day after the Company's receipt of said notice and a copy of the proposed supplemental indenture.

Supplemental Indentures Requiring Consent of Bondholders. (a) Exclusive of supplemental indentures covered Supplemental Indentures permitted by Section 9.1 hereof, 9.01 hereof and subject to the terms and provisions contained in of this Section, and not otherwiseSection 9.02, the Requisite Bondholders Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto Supplemental Indentures as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, rescinding any of the terms or provisions contained in this Indenture, in any Supplemental Indenture or in any supplemental indenturethe Bonds; provided provided, however, that nothing contained in this section contained Section 9.02 shall permit or be construed as permitting (except as otherwise permitted permit, without, in this Indenture) (a) an extension each case, the consents of all of the stated Holders of the Bonds then Outstanding: (i) A change in the terms of redemption or maturity of the principal of, premium, if any, or the Interest on any Outstanding Bond or a reduction in the principal amount of, or reduction in purchase price of or redemption premium on any Outstanding Bond or the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder of such Bond, or thereon; (bii) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or (c) the The creation of any lien a Lien upon the Trust Estate ranking prior to or on a parity with the lien of Lien created by this Indenture without the consent of the holders of all the Bonds at the time outstandingIndenture, or any part thereof; (diii) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (f) a privilege A preference or priority of any Bond or Bonds over any other Bond or Bonds; (iv) A reduction in the aggregate principal amount of the Bonds required (a) under Article IX for consent to such Supplemental Indenture or (b) under Article X for any modification or waiver of the provisions of the Agreement; (v) The deprivation of the Holder of any Outstanding Bond of the Lien of the Indenture created on the Trust Estate; or (vi) The release of the Lien on any of the Trust Estate. (b) If at any time the Issuer shall request the Trustee to enter into a Supplemental Indenture for any of the purposes enumerated in Section 9.02(a) hereof, orthe Trustee, upon being satisfactorily indemnified with respect to expenses, shall cause notice of the proposed execution of a Supplemental Indenture to be mailed, by first-class mail, to the Company and all registered owners of Bonds then Outstanding at their addresses shown on the registration books kept by the Trustee. Such notice shall briefly summarize the contents of the proposed Supplemental Indenture and shall state that copies thereof are on file at the office of the Trustee for inspection by all Bondholders. The Trustee shall not, however, be subject to any liability to any Bondholder by reason of its failure to mail the notice required by this Section 9.02(b). (c) If, within such period after the mailing of the notice required by Section 9.02(b) hereof as the Issuer shall prescribe with the approval of the Trustee, the Issuer shall deliver to the Trustee and the Company an instrument or instruments executed by the Holders of a majority in the aggregate principal amount of the Bonds Outstanding, referring to the proposed Supplemental Indenture as described in such notice and consenting to and approving the execution thereof, the Trustee shall execute such Supplemental Indenture. (d) If the Holders of not less than a majority in aggregate principal amount of the Bonds Outstanding at the time of the execution of any such Supplemental Indenture shall have consented to and approved in writing the execution thereof as herein provided, no Holder of any Bond shall have any right to object to any of the terms and provisions contained therein, to question in any manner the propriety of the execution thereof or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. (e) The Trustee may rely upon an opinion of Independent Counsel as conclusive evidence that (i) any Supplemental Indenture entered into by the Issuer and the Trustee and (ii) the evidence of requisite Bondholder consent thereto, comply with the provisions of this Section 9.02.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, 12.01 hereof and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders owners of not less than 50% in aggregate principal amount of the Bonds then outstanding shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided provided, however, that nothing in this section Section or in Section 12.01 hereof contained shall permit permit, or be construed as permitting (except as otherwise permitted permitting, without the consent of the owners of 100% in this Indenture) aggregate principal amount of the Bonds then outstanding, (a) an extension of the stated maturity (or reduction in mandatory redemption date) of the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder of such BondBond issued hereunder, or (b) a reduction in the principal amount of, or extension redemption premium or rate of the time of interest on, any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be takenBond issued hereunder, or (c) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (d) a reduction in the aggregate principal amount of the Bonds the owners of which are required to consent to such supplemental indenture, or (e) the creation of any lien ranking prior to or on a parity with the lien of this Indenture without on the consent of the holders of all the Bonds at the time outstanding, Trust Estate or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trusteepart thereof, or (f) a privilege or priority deprivation of the owner of any Bond over then outstanding of the lien hereby created on the Trust Estate. If at any other Bondstime the Issuer shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this Section, orthe Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be sent by Mail to all Bondholders. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the designated corporate trust office of the Trustee for inspection by all Bondholders. If, within sixty (60) days or such longer period as shall be prescribed by the Issuer following the mailing of such notice, the owners of not less than a majority or 100%, as the case may be, in aggregate principal amount of the Bonds then outstanding shall have consented to and approved the execution thereof as herein provided, no owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, 11.01 hereof and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding (and with the consent of the Borrower and the Bond Insurer pursuant to Section 11.03 hereof) shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particularparticular manner, any of the terms or provisions contained in this Indenture or in any supplemental indentureaffecting the Bonds; provided provided, however, that nothing in this section Section contained shall permit or be construed as permitting (except as otherwise permitted in amendments of this Indenture) , without the consent of the holders of 100% of the Bonds then Outstanding affected by such amendment, to effect (a) an extension of the stated maturity or reduction in date of the principal amount of, of or reduction in the rate or extension of the time of paying of interest on, or reduction of on any premium payable on the redemption of, any Bonds, without the consent of the holder of such BondBond issued hereunder, or (b) a reduction in the principal amount of, premium, if any, on any Bond or extension the rate of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be takeninterest thereon, or (c) an adverse change in the creation of any lien prior to or on a parity with the lien of this Indenture without the consent rights of the holders of all Bondholders to require the Bonds at the time outstandingpurchase thereof pursuant to Article IV hereof, or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (f) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, oror (e) a reduction in the aggregate principal amount of the Bonds the Owners of which are required to consent to such supplemental indenture. If at any time the Issuer shall request the Trustee to enter into any such supplemental indenture for any of the purposes allowed by this Section, the Trustee shall, at the request of the Issuer and upon being satisfactorily indemnified with respect to expenses and upon receiving from the Borrower forms of notices and any other related solicitation materials, cause notice of the proposed execution of such supplemental indenture to be mailed to the holders of the Bonds affected by such supplemental indenture in substantially the manner provided in Section 3.02 hereof with respect to redemption of Bonds. 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 Office of the Trustee for inspection by all Bondholders entitled to so consent. If, within sixty (60) days or such longer period of time as shall be prescribed by the Issuer following the mailing of such notice, the Owners of a majority or 100%, as the case may be, in aggregate principal amount of the Bonds then Outstanding entitled to so consent shall have consented to and approved the execution thereof as herein provided, no Owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. The Issuer shall have the right to extend, with the prior written consent of the Borrower, from time to time the period within which such consent and approval may be obtained from Bondholders. Upon the execution of any such supplemental indenture as in this Section permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided however, that nothing in this section contained shall permit or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder of such Bond, or (b) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or (c) the creation of any lien prior to or or, except for the lien of parity obligations as provided in this Indenture, on a parity with the lien of this the Trust Indenture without the consent of the holders of all the Bonds at the time outstanding, or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (f) a privilege or priority of any Bond over any other Bonds, oror (g) deprive the owners of any Bonds then outstanding of the lien thereby created. Anything herein to the contrary notwithstanding, a supplemental indenture under this Article which may affect the amount or availability of the Series 20 Bond proceeds to pay costs of the Project approved by the Issuer shall not become effective unless and until the Public Library shall have consented in writing to the execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture together with a copy of the proposed supplemental indenture to be mailed by certified or registered mail to the Public Library at least thirty (30) days prior to the proposed date of execution and delivery of any such supplemental indenture.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by referred to in. Section 9.1 hereof, 7.01 hereof and subject to the terms and provisions and limitations contained in this Sectionsection, and not otherwise, the Requisite Bondholders holders of not less than 662/3% in aggregate principal amount of the Bonds then outstanding shall have the right, from time to time, anything contained in any other Section or provision of this Indenture to the contrary notwithstanding, with the consent of the Letter of Credit Bank, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto to this Indenture as shall be deemed necessary and desirable by the Issuer and the Trustee for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indentureIndenture; provided provided, however, that nothing in this section contained Section or elsewhere shall permit permit, or be construed as permitting (except as otherwise permitted in this Indenture) permitting, a supplemental indenture providing for (a) an extension of the stated maturity of the principal or of the interest on any Bond, or a reduction in the principal amount ofof any Bond or the rate of interest or redemption premium thereon, or reduction in the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder of such Bond, or (b) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or (c) the creation of any lien prior to or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstanding, or (d) a reduction Mandatory Sinking Fund Requirements provided for in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indentureBond Legislation, without the consent of the holders holder of all the Bonds at the time outstanding which would be affected by the action to be takeneach Bond so affected, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (fb) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, ora reduction in the aggregate principal amount of the Bonds required for consent to such supplemental indenture, or (c) an extension of the time for or reduction in the amount of any payment under the Letter of Credit without the consent of the Letter of Credit Bank and the holders of all of the then outstanding Bonds. If at any time the Issuer shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this Section, the Trustee shall, if any Bonds are at the time outstanding, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be mailed by first-class mail, postage prepaid, to the Original Purchaser of each series of Bonds and to all registered holders of Bonds then outstanding at their addresses as they appear on the registration books herein provided for. The Trustee shall not, however, be subject to any liability to any Bondholder by reason of its failure to mail, or the failure of such Bondholder to receive, the notice required by this section, and any such failure shall not affect the validity of such supplemental indenture when consented to and approved as provided in this Section. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the office of the Trustee for inspection by all Bondholders. Such notice or notices may be waived by an instrument or concurrent instruments executed by the holders or owners of all Bonds at, the time outstanding. If, within 60 days or such longer period as shall be prescribed by the Trustee following the mailing of such notice the holders of not less than 662/3% of the aggregate principal amount of the Bonds then outstanding shall have consented to the adoption thereof, such supplemental indenture may be executed and this Indenture shall be deemed to be modified and amended in accordance therewith. The holders of not less than 662/3% of the aggregate principal amount of the Bonds then outstanding shall be deemed to have consented to and approved the adoption of such supplemental indenture if the Trustee does not receive letters of protest or objections thereto signed by or on behalf of the holders of 331/3% or more of the aggregate principal amount of the Bonds then outstanding on or before 3:30 P.M. local time at the principal corporate trust office of the Trustee on the 60th day after mailing of the aforesaid notice.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, and subject to the terms and provisions contained in this Section, and not otherwise1001, the Requisite Bondholders Bank and the Holders of not less than a majority of the principal amount of outstanding Bonds shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, right to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifyingindentures; provided, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided however, that nothing contained in this section contained Section shall permit or be construed as permitting (except as otherwise permitted in this Indenture) (ai) an extension of the stated maturity of the principal of or the interest on any Bond issued hereunder, (ii) a reduction in the principal amount of, of any Bond or reduction in the rate or extension of the time of paying of interest onthereon, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder of such Bond, or (b) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or (c) the creation of any lien prior to or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstanding, or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (fiii) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or(iv) amendment of Articles X or XI hereof, or (v) changes to the Indenture which would change the requirements of the Credit Facility or Substitute Credit Facility while the Bonds bear interest as Fixed Rate Bonds except upon the written consent of the Bank, the Obligor and the Holders of 100% of the principal amount of Bonds Outstanding. The Trustee shall give written notice of the proposed execution of a supplemental indenture by mail to the Obligor and the last known holders of the outstanding Bonds then shown on the bond register. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the designated corporate trust office of the Trustee for inspection by Bondholders. If, within 60 days or such longer period as shall be prescribed by the Trustee following the mailing of such notice, the Holders of not less than a majority, or 100% if applicable, of the principal amount of the Bonds outstanding by instruments filed with the Trustee shall have consented to the adoption thereof, such supplemental indenture may be executed and the Indenture shall be deemed to be modified and amended in accordance herewith. Anything herein to the contrary notwithstanding, a supplemental indenture under this Article X which affects any rights of the Obligor or of the Bank shall not become effective unless and until the Obligor, so long as an Event of Default under this Indenture has not been caused by the Obligor which is continuing at the time, or the Bank, as applicable, shall have consented to the adoption of such supplemental indenture.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, 1301 and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders holders of not less than two thirds (2/3) in principal amount of the Bonds shall have the right, from time to time, anything contained in this Indenture herein to the contrary notwithstanding, to consent to and approve the execution by the Issuer County and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer County for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture herein or in any supplemental indenture; provided provided, however, that nothing in this section Section contained shall permit permit, or be construed as permitting (except as otherwise permitted in this Indenture) permitting, (a) an extension of the stated maturity date (or reduction mandatory If the County shall request the Trustee to enter into any such Supplemental indenture for any of the purposes of this Section, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental Indenture to be published as shall be requested by the County and in any event one (1) time in a newspaper or financial journal of general circulation among dealers in municipal securities in The City of New York, New York. 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 amount of, or reduction in the rate or extension office of the time of paying of interest on, Trustee for inspection by all bondholders. If within sixty (60) days or reduction of any premium payable on such longer period as shall be prescribed by the redemption of, any Bonds, without County following the consent of the holder final publication of such Bondnotice, or (b) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or not less than two-thirds (c2/3) the creation of any lien prior to or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstanding, or (d) a reduction in the aforesaid aggregate principal amount of the Bonds shall have consented to and approved the holders execution of such supplemental indenture as herein provided, no holder of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the County from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section permitted and provided, this Indenture shall be modified and amended in accordance therewith. Anything herein to the contrary notwithstanding, a supplemental indenture under this Article XIII which are required affects any right of the Company under the Agreement shall not become effective unless and until the Company shall have consented to consent the execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture together with a copy of the proposed supplemental indenture to be mailed by certified or registered mail to the Company at least fifteen (15) days prior to the proposed date of execution and delivery of any such supplemental indenture, without . The Company shall be deemed to have consented to the consent execution and delivery of any such supplemental indenture the Trustee does not receive a letter of protest or objection thereto signed by or on behalf of the holders of all Company on or before 4:30 o'clock P.M., E.S.T. or E.D.T., as the Bonds at the time outstanding which would be affected by the action to be takencase may be, or (e) a modification of the rights, duties or immunities fifteenth (15th) day after the mailing of said notice and a copy of the Trustee, without the written consent of the Trustee, or (f) a privilege or priority of any Bond over any other Bonds, orproposed supplemental indenture.

Supplemental Indentures Requiring Consent of Bondholders. (A) Exclusive of supplemental indentures covered by Section 9.1 hereof, 10.01 hereof and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders Holders of at least a majority of the Bond Obligation of the Senior Bonds and the Subordinate Bonds shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee Trustee, of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided provided, however, that nothing in this section contained Section 10.02 shall permit permit, or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bondspermitting, without the consent of the holder owners of such Bondall Outstanding Bonds, (i) an extension of the maturity or mandatory sinking fund redemption date of the principal amount of or the interest on any Bond issued hereunder, or (bii) a reduction in the principal amount or extension of the time of any payment required by any Bond or the rate of interest, or sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be takenredemption requirements, thereon, or (c) the creation of any lien prior to or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstanding, or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (fiii) a privilege or priority of any Bond or Bonds over any other Bond or Bonds (other than those privileges or priorities granted herein), or (iv) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental indenture, or (v) any modification of the trusts, powers, rights, obligations, duties, remedies, immunities and privileges of the Trustee. (B) If at any time the Issuer shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this Section 10.02, the Trustee shall, upon being satisfactorily indemnified, cause notice of the proposed execution of such supplemental indenture to be mailed by registered or certified mail to each Bondholder as shown on the list of Bondholders required by Section 4.05 hereof. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the designated corporate office of the Trustee for inspection by all Bondholders. If within one hundred sixty (160) days or such longer period as shall be prescribed by the Issuer following the mailing of such notice, the Holders of at least 50% of the Bond Obligation at the time of the execution of any such supplemental indenture shall have consented to and approved the execution thereof as herein provided, no Bondholder shall have any right to object to any of the terms and provisions contained herein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. (C) Upon the execution of any such supplemental indenture as in this Section 10.02 permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith. (D) Notwithstanding any provision herein to the contrary, so long as a Bond Insurer is not in Default under its Bond Insurance Policy, except for amendments described in clauses (i), (ii), (iii), (iv) and (v) of paragraph (A) above, such Bond Insurer shall be considered the Holder of all Bonds insured by its Bond Insurance Policy and shall be entitled to give its written consent to amendments in lieu of the Bondholder consent requirement above relating to such Bonds, or.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, 1101 hereof and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders owners of not less than a majority in aggregate principal amount of the Bonds then outstanding shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture Indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Company and the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indentureIndenture; provided provided, however, that nothing contained in this section contained Indenture shall permit permit, or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension of the stated maturity of, an extension of the mandatory redemption date of, or reduction in the principal amount of, or reduction in the rate or extension of the time of paying payment of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder of such Bond, or (b) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders owners of all of the Bonds which would be affected by at the action to be takentime outstanding except as provided in Section 307(E) hereof, or (cb) the creation of any lien prior to or on other than a parity with lien ratably securing all of the lien of this Indenture Bonds at any time outstanding hereunder without the consent of the holders owners of all the Bonds at the time outstanding, or (dc) a reduction in the aforesaid aggregate principal amount of Bonds the holders owners of which are required to consent to any such supplemental indenture, Indenture without the consent of the holders owners of all the Bonds at the time outstanding which would be affected by the action to be takenoutstanding, or (ed) a any modification of the trusts, powers, rights, duties or obligations, duties, remedies, immunities and privileges of the Trustee, without the written consent of the Trustee, Trustee or (fe) a privilege or priority of any Bond or Bonds over any other Bond or Bonds. If at any time the Issuer shall request the Trustee to enter into any such supplemental Indenture for any of the purposes of this Section, the Trustee shall cause notice of the proposed execution of such supplemental Indenture to be mailed to each owner of Bonds, oras shown on the registration books required by Section 209 hereof. Such notice shall briefly set forth the nature of the proposed supplemental Indenture and shall state that copies thereof are on file at the designated corporate trust office of the Trustee for inspection by all Bondholders. If, within 60 days following the mailing of such notice, the owners of a majority in aggregate principal amount of the Bonds outstanding at the time of the execution of any such supplemental Indenture shall have consented to and approved the execution thereof as herein provided (except where the consent of the owners of a greater aggregate principal amount of Bonds is required, as hereinabove provided), no owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of Except for supplemental indentures covered by as provided in Section 9.1 801 hereof, and subject to the terms and provisions contained Holders of not less than two-thirds in this Section, and not otherwise, aggregate principal amount of the Requisite Bondholders Bonds then Outstanding shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and or desirable by the Issuer or the Trustee for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided provided, however, that nothing contained in this section contained Section 802 shall permit or be construed as permitting (except as otherwise permitted in this Indenture1) without the consent of the Holder of such Bond, (a) an extension of the stated maturity or a reduction in the principal amount ofrate, or reduction in the rate or extension of the time of paying payment, of interest onon any Bond, or (b) a reduction of any premium payable on the redemption of, of any Bonds, without the consent of the holder of such Bond, or an extension of time for such payment, or (bc) a reduction in the principal amount payable on any Bond, or an extension of time in which the time principal amount of any payment required by any sinking fund applicable to any Bonds without Bond is payable, whether at the consent of the holders of all the Bonds which would be affected by the action to be takenstated or declared maturity or redemption thereof, or (c2) the creation of any lien Lien prior to or on a parity with the lien Lien of this Indenture without (other than that parity Lien created to secure the consent of the holders of all the Bonds at the time outstandingAdditional Bonds), or (d3) a reduction in the aforesaid aggregate principal amount of Bonds Bonds, the holders Holders of which are required to consent to any such supplemental indenture, without the consent of the holders Holders of all the Bonds at the time outstanding Outstanding which would be affected by the action to be taken, or (e4) a the modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (f5) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive With the prior written consent of supplemental indentures covered by Section 9.1 hereofthe Credit Facility Provider and, and subject prior to the terms and provisions contained in this SectionConversion Date, and not otherwiseXxxxxxx Mac (unless the Forward Commitment is no longer applicable), the Requisite Bondholders Holders of more than 51% of the principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indentureIndenture; provided provided, however, that nothing in this section Section contained shall permit permit, or be construed as permitting (except as otherwise permitted in this Indenture) permitting, (a) an extension of the time for payment of or reduction in the Purchase Price, or an extension of the time for payment of, or an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate of interest on or extension of the time of paying payment, of interest on, or reduction of any premium payable on the redemption of, any Bonds, or a reduction in the Borrower’s obligation on the Bond Mortgage Note, without the consent of the holder Holders of such Bondall of the Bonds then Outstanding, or (b) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or (c) the creation of any lien prior to or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstandingIndenture, or (dc) a reduction in the aforesaid aggregate percentage of the principal amount of Bonds which is required in connection with the holders giving of which are required to consent to any such supplemental indenture, without the consent of the holders Holders of all of the Bonds at the time outstanding which would be affected by the action to be takenthen Outstanding, or (ed) a the modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (fe) a privilege or priority of any Bond over any other Bonds, oror (f) any action that results in the interest on the Bonds becoming included in gross income for federal income tax purposes. If at any time the Issuer shall request the Trustee to enter into any such supplemental indenture for any of the purposes described of this Section, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be mailed, postage prepaid, to all registered Bondholders and to the Credit Facility Provider. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the corporate trust office of the Trustee for inspection by all Bondholders. A copy of such supplemental indenture shall be delivered to the Credit Facility Provider no less than forty-five (45) days prior to the proposed effective date of such supplemental indenture. If, within sixty (60) days or such longer period as shall be prescribed by the Issuer following the mailing of such notice, the Holders of more than 51% of the principal amount of the Bonds then Outstanding at the time of the execution of any such supplemental indenture shall have consented to and approved the execution thereof as herein provided and the Credit Facility Provider shall have delivered to the Trustee its written consent to such supplemental indenture, no Holder of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith. The Trustee may rely upon an opinion of counsel as conclusive evidence that execution and delivery of a supplemental indenture has been effected in compliance with the provisions of this Article. Anything in this Article VIII to the contrary notwithstanding, unless the Borrower shall then be in default of any of its obligations under the Financing Agreement, the Reimbursement Agreement, the Regulatory Agreement, the Bond Mortgage Note, the Reimbursement Mortgage or the Bond Mortgage, a supplemental indenture under this Article which affects any rights of the Borrower shall not become effective unless and until the Borrower shall have expressly consented in writing to the execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture to be mailed by certified or registered mail to the Borrower or the Borrower’s attorney at least fifteen (15) days prior to the proposed date of execution and delivery of any supplemental indenture. Notwithstanding any other provision of this Indenture, the Issuer and the Trustee may consent to any supplemental indenture upon receipt of the consent of the Credit Facility Provider and of the Holders of all Bonds then Outstanding, and as applicable, the Borrower.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, 10.01 hereof and subject to the terms and provisions contained in this SectionSection 10.02, and not otherwise, the Requisite Bondholders holders of not less than a majority in aggregate principal amount of the Bonds then outstanding shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer County and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer Trustee for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any indenture supplemental indenturehereto; provided provided, however, that nothing in this section Section 10.02 contained shall permit permit, or be construed as permitting (except as otherwise permitted in this Indenture) (ai) an extension of the stated maturity date of the principal of or the interest on any Bond issued hereunder, (ii) a reduction in the principal amount of, or reduction in redemption premium on, any Bond or Bonds or the rate or extension of the time of paying rates of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder of such Bondthereon, or (biii) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or (c) the creation of any lien prior to or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstanding, or (d) a reduction in the aforesaid aggregate principal amount of the Bonds required for consent to such supplemental indenture. If at any time the County shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this Section 10.02, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be published as shall be requested by the County and in any event one time in a newspaper or financial journal of general circulation among dealers in municipal securities in the Borough of Manhattan, City and State of New York. 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 office of the Trustee for inspection by all bondholders. If, within sixty days or such longer period as shall be prescribed by the County following the final publication of such notice, the holders of which are required to consent to not less than a majority in aggregate principal amount of the Bonds outstanding at the time of the execution of any such supplemental indentureindenture shall have consented to and approved the execution thereof as herein provided, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (f) a privilege or priority no holder of any Bond over shall have any right to object to any of the terms and provisions contained herein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the County from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section 10.02 permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith and without the necessity for notation on the outstanding bonds. If, because of the temporary or permanent suspension of the publication or general circulation of any newspaper or for any other Bondsreason, orit is impossible or impractical to publish any notice required in this Section 10.02, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of notice.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, 1301 and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders owners of not less than a majority in principal amount of the Bonds shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve of the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indentureIndenture; provided provided, however, that nothing in this section Section contained shall permit permit, or be construed as permitting (except as otherwise permitted in this Indenture) without the approval of the holders of all the Bonds outstanding (a) an extension of the stated maturity or reduction in date on which the principal amount ofof or the interest on any Bond is, or reduction in the rate or extension of the time of paying of interest onis to become, or reduction of any premium payable on the redemption ofdue and payable, any Bonds, without the consent of the holder of such Bond, or (b) a reduction in the principal amount or extension of the time of any payment required by Bond, the rate of interest thereon or any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be takenredemption premium, or (c) the creation a preference or priority of any lien prior to Bond or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstandingover any other Bond or Bonds, or (d) a reduction in the aforesaid aggregate principal amount of the Bonds required for consent to such supplemental indenture. If the Issuer shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this Section, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause written notice of the proposed execution of such supplemental indenture together with a copy of such proposed supplemental indenture to be given by first class mail, postage prepaid, to the holders of the Bonds at their addresses shown on the Trustee's books of registration. If, within sixty (60) days or such longer period as shall be prescribed by the Issuer following the mailing of such notice, the holders of not less than a majority in principal amount of the Bonds shall have consented to and approved the execution of such supplemental indenture as herein provided, no holder of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section permitted and provided, this Indenture shall be modified and amended in accordance therewith. Anything herein to the contrary notwithstanding, a supplemental indenture under this Article XIII which are required affects any right of the Company under the Agreement shall not become effective unless and until the Company shall have consented to consent the execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture together with a copy of the proposed supplemental indenture to be mailed by certified or registered mail to the Company at least fifteen (15) days prior to the proposed date of execution and delivery of any such supplemental indenture, without . The Company shall be deemed to have consented to the consent execution and delivery of any such supplemental indenture if the Trustee does not receive written notice of protest or objection thereto signed by or on behalf of the holders Company on or before 4:30 o'clock P.M., prevailing Eastern time, of all the Bonds at fifteenth (15th) day after the time outstanding which would mailing of said notice and a copy of the proposed supplemental indenture. This Indenture may not be affected amended, changed or modified except by the action to be taken, or (e) execution and delivery of a modification supplemental indenture entered into in accordance with the provisions of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (f) a privilege or priority of any Bond over any other Bonds, orthis Article XIII.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided however, that nothing in this section contained shall permit or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder of such Bond, or (b) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or (c) the creation of any lien prior to or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstanding, or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (ed) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (fe) a privilege or priority of any Bond over any other Bonds, oror (f) deprive the owners of any Bonds then outstanding of the lien thereby created. Anything herein to the contrary notwithstanding, a supplemental indenture under this Article which affects any rights of the Company shall not become effective unless and until the Company shall have consented in writing to the execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture together with a copy of the proposed supplemental indenture to be mailed by certified or registered mail to the Company at least fifteen (15) days prior to the proposed date of execution and delivery of any such supplemental indenture.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, 10.01 hereof and subject to the terms and provisions contained in this SectionSection 10.02, and not otherwise, the Requisite Bondholders holders of not less than 50% in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer Trustee for the purpose of modifying, altering, amending, adding to or rescinding, in any particularparticular way, any of the terms or provisions contained in this Indenture or in any indenture supplemental indenturehereto; provided provided, however, that nothing in this section Section 10.02 contained shall permit permit, or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension a change in the maturity of the stated maturity principal of or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of on any premium payable on the redemption of, any Bonds, without the consent of the holder of such BondBond issued hereunder, or (b) a reduction in the principal amount of, or extension redemption premium on, any Bond or Bonds or the rate or rates of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be takeninterest thereon, or (c) the creation a privilege or priority of any lien prior to Bond or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstandingthen Outstanding over any other Bond or Bonds then Outstanding, or (d) a reduction in the aforesaid aggregate principal amount of the Bonds the holders of which are required to for consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, indenture or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (f) a privilege or priority holder of any Bond over then outstanding to be deprived of the lien created by this Indenture, unless, in each case, holders of all Bonds then Outstanding consent to such supplemental indenture. If at any other time the Issuer shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this Section 10.02, the Trustee shall, upon being satisfactorily secured and/or indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be given in the same manner as the giving of notices of redemption as set forth in Section 3.04 hereof. 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 Bondholders. If, within sixty days or such longer period as shall be prescribed by the Issuer following the giving of such notice, the holders of not less than 50% in aggregate principal amount of the Bonds Outstanding at the time of the execution of any such supplemental indenture shall have consented to and approved the execution thereof as herein provided, no holder of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section 10.02 permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith and without the necessity for notation on the Bonds then Outstanding. Anything herein to the contrary notwithstanding, a supplemental indenture under this Article X which affects the rights of the Company shall not become effective unless and until the Company shall have consented to the execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture together with a copy of the proposed supplemental indenture to be mailed by certified or registered mail to the Company at least fifteen days prior to the giving of notice of the proposed execution of such supplemental indenture as provided in this Section 10.02. The Company shall be deemed to have consented to the execution and delivery of any such supplemental indenture if the Trustee does not receive a letter of protest or objection thereto signed by or on behalf of the Company on or before 4:30 P.M., Mississippi time, on the fifteenth day after the Company's receipt of said notice and a copy of the proposed supplemental indenture. The Trustee is authorized to join with the Issuer in the execution and delivery of any supplemental indenture permitted by this Article X and in so doing shall be fully protected by an opinion of counsel, who may be counsel for the Issuer or the Company, that such supplemental indenture is so permitted and has been duly authorized by the Issuer and that all things necessary to make it a valid and binding supplemental indenture have been done. In addition, the Trustee may, as a condition of such execution and delivery, obtain an opinion of nationally recognized counsel experienced on the subject of municipal bonds to that effect and to the effect that such action does not adversely affect the exclusion from gross income for federal income tax purposes of the interest paid on the Bonds, or. All such opinions shall be provided solely at the Company's expense. AMENDMENT OF AGREEMENT AND NOTE

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, 10.01 hereof and subject to the terms and provisions contained in this SectionSection 10.02, and not otherwise, the Requisite Bondholders holders of not less than 50% in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer Trustee for the purpose of modifying, altering, amending, adding to or rescinding, in any particularparticular way, any of the terms or provisions contained in this Indenture or in any indenture supplemental indenturehereto; provided provided, however, that nothing in this section Section 10.02 contained shall permit permit, or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension a change in the maturity of the stated maturity principal of or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of on any premium payable on the redemption of, any Bonds, without the consent of the holder of such BondBond issued hereunder, or (b) a reduction in the principal amount of, or extension redemption premium on, any Bond or Bonds or the rate or rates of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be takeninterest thereon, or (c) the creation a privilege or priority of any lien prior to Bond or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstandingthen Outstanding over any other Bond or Bonds then Outstanding, or (d) a reduction in the aforesaid aggregate principal amount of the Bonds the holders of which are required to for consent to any such supplemental indenture, without unless, in each case, holders of all Bonds then Outstanding consent to such supplemental indenture. If at any time the consent Issuer shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this Section 10.02, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be given in the same manner as the giving of notices of redemption as set forth in Section 3.04 hereof. 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 Bondholders. If, within sixty days or such longer period as shall be prescribed by the Issuer following the giving of such notice, the holders of all not less than 50% in aggregate principal amount of the Bonds Outstanding at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rightsexecution of any such supplemental indenture shall have consented to and approved the execution thereof as herein provided, duties or immunities of the Trustee, without the written consent of the Trustee, or (f) a privilege or priority no holder of any Bond over shall have any other Bondsright to object to any of the terms and provisions contained therein, oror the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section 10.02 permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith and without the necessity for notation on the Bonds then Outstanding.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided however, that nothing in this section contained shall permit or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder of such Bond, or (b) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or (c) the creation of any lien prior to or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstanding, or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (f) a privilege or priority of any Bond over any other Bonds, oror (g) the deprivation of the Owners of any Series 2022 Bonds then Outstanding of the lien thereby created. Anything herein to the contrary notwithstanding, a supplemental indenture under this Article which affects any rights of the Company shall not become effective unless and until the Company shall have consented in writing to the execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture together with a copy of the proposed supplemental indenture to be mailed by certified or registered mail to the Company at least fifteen (15) days prior to the proposed date of execution and delivery of any such supplemental indenture.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided however, that nothing in this section Section contained shall permit or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder of such Bond, or (b) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or (c) the creation of any lien prior to or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstanding, or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (f) a privilege or priority of any Bond over any other Bonds, or

Supplemental Indentures Requiring Consent of Bondholders. Exclusive (a) The Holders of supplemental indentures covered by Section 9.1 hereof, not less than sixty-six and subject to two-thirds percent (66-2/3%) in aggregate principal amount of the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders Bonds then Outstanding shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto Supplemental Indentures as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, rescinding any of the terms or provisions contained in this Indenture, in any Supplemental Indenture or in any supplemental indenturethe Bonds; provided provided, however, that nothing contained in this section contained Section 9.02 shall permit permit: (i) A change in the terms of redemption or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension maturity of the stated maturity principal of or the interest on any Outstanding Bond or a reduction in the principal amount of, or reduction in redemption price of any Outstanding Bond or the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, thereon without the consent of the holder Holder of such each Bond, or ; (bii) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or (c) the The creation of any lien a Lien upon the Trust Estate ranking prior to or on a parity with the lien of Lien created by this Indenture without the consent of the holders of all the Bonds at the time outstandingIndenture, or any part thereof; (diii) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (f) a privilege A preference or priority of any Bond or Bonds over any other Bond or Bonds; (iv) A reduction in the aggregate principal amount of the Bonds required (a) under Article IX for consent to such Supplemental Indenture or (b) under Article X for any modification or waiver of the provisions of the Agreement; (v) The deprivation of the Holder of any Outstanding Bond of the Lien of the Indenture; or (vi) The release of the Lien on any of the Trust Estate. (b) If at any time the Issuer shall request the Trustee to enter into a Supplemental Indenture for any of the purposes enumerated in Section 9.02(a) hereof, orthe Trustee, upon being satisfactorily indemnified with respect to expenses, shall cause notice of the proposed execution of a Supplemental Indenture to be mailed, by first-class mail, to the Company and all registered owners of Bonds then Outstanding at their addresses shown on the registration books kept by the Trustee. Such notice shall briefly summarize the contents of `the proposed Supplemental Indenture and shall state that copies thereof are on file at the office of the Trustee for inspection by all Bondholders. The Trustee shall not, however, be subject to any liability to any Bondholder by reason of its failure to mail the notice required by this Section 9.02(b). (c) If, within such period after the mailing of the notice required by Section 9.02(b) hereof as the Issuer shall prescribe with the approval of the Trustee, the Issuer shall deliver to the Trustee and the Company an instrument or instruments executed by the Holders of not less than sixty-six and two-thirds percent (66-2/3%) in aggregate principal amount of the Bonds then outstanding, referring to the proposed Supplemental Indenture as described in such notice and consenting to and approving the execution thereof, the Trustee shall execute such Supplemental Indenture. (d) If the Holders of not less than sixty-six and two-thirds percent (66-2/3%) aggregate principal amount of the Bonds Outstanding at the time of the execution of any such Supplemental Indenture shall have consented to `and approved in writing the execution thereof as herein provided, no Holder of any Bond shall have any right to object to any of the terms and provisions contained therein, to question in any manner the propriety of the execution thereof or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. (e) The Trustee may rely upon an opinion of Independent Counsel as conclusive evidence that (i) any Supplemental Indenture entered into by the Issuer and the Trustee and (ii) the evidence of requisite Bondholder consent thereto comply with the provisions of this Section 9.02.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, 10.01 hereof and subject to the terms and provisions contained in this SectionSection 10.02, and not otherwise, otherwise the Requisite Bondholders holders of a majority in aggregate principal amount of the Bonds then outstanding shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, particular any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided provided, however, that nothing in this section Section 10.02 contained shall permit permit, or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension of the stated maturity of the principal of or the interest on any Bond issued hereunder, or a reduction in the principal amount ofof any Bond or the rate of interest or redemption premium thereon, or reduction a change in the rate terms of purchase thereof by the Trustee or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder of such Bond, or (b) a reduction in the amount or extension of the time of any payment required by any mandatory sinking fund applicable to any Bonds requirements provided in the Bond Legislation, without the consent of the holders holder of all the Bonds which would be affected by the action to be takeneach Bond so affected, or (cb) the creation a privilege or priority of any lien prior to Bond or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstandingover any other Bond or Bonds, or (d) a reduction in the aforesaid aggregate principal amount of the Bonds the holders of which are required to for consent to any such supplemental indenture, without the consent of the holders of all of the Bonds then outstanding. If at any time the Issuer shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this Section 10.02, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be mailed by first class mail, postage prepaid, to all holders of Bonds then outstanding at their addresses as they appear on the registration books provided for herein. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the time corporate trust office of the Trustee for inspection by all Bondholders. If because of temporary or permanent suspension of mail service, or for any other reason, it is impossible or impractical to publish or mail such notice in the manner herein provided, then any such other manner of giving notice as shall be made with the approval of the Trustee shall constitute a sufficient notice. If within sixty (60) days or such longer period, as shall be prescribed by the Issuer following the giving of such notice, the Trustee shall receive an instrument or instruments purporting to be executed by the holders of a majority in aggregate principal amount of the Bonds then outstanding which would be affected by instrument or instruments shall refer to the action proposed supplemental indenture described in such notice and shall specifically consent to be taken, or (e) a modification and approve the execution thereof in substantially the form of the rights, duties or immunities of copy thereof referred to in such notice as on file with the Trustee, thereupon, but not otherwise, the Trustee shall execute such supplemental indenture in substantially such form, without liability or responsibility to any holder of any Bond, whether or not such holder shall have consented thereto. Any such consent shall be binding upon the written holder of the Bond giving such consent and, anything in Section 12.01 hereof to the contrary notwithstanding, upon any subsequent holder of such Bond and of any Bond issued in exchange therefor (whether or not such subsequent holder thereof has notice thereof), unless such consent is revoked in writing by the holder of such Bond giving such consent or by a subsequent holder thereof by filing with the Trustee, or (f) prior to the execution by the Trustee of such supplemental indenture, such revocation. At any time after the holders of the required percentage of Bonds shall have filed their consents to the supplemental indenture, the Trustee shall make and file with the Issuer a privilege or priority written statement that the holders of such required percentage of Bonds have filed such consents. Such written statement shall be conclusive that such consents have been so filed. If the holders of the required percentage in aggregate principal amount of the Bonds outstanding shall have consented to and approved the execution thereof as herein provided, no holder of any Bond over shall have any other Bondsright to object to the execution of such supplemental indenture, oror to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the execution thereof or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section 10.02 permitted and provided, this Indenture shall be and is deemed to be modified and amended in accordance therewith.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of (a) In addition to supplemental indentures covered by Section 9.1 hereof, 1001 hereof and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders holders of not less than fifty-one percent (51%) in aggregate principal amount of the Bonds which are Outstanding hereunder at the time of the execution of any such supplemental indenture and, in case less than all of the Bonds Outstanding are affected thereby, the holders of not less than fifty-one percent (51%) in aggregate principal amount of the Bonds so affected, shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided provided, however, that nothing in this section Section contained or in Section 1001 hereof shall permit permit, or be construed as permitting permitting, a supplemental indenture to effect: (except as otherwise permitted in this Indenture) (ai) an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate of or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder holders of such Bond, or Bonds; (bii) a reduction in the amount or extension of the time of any payment required by to be made to or from the Bond Fund or any interest or sinking fund applicable to any Bonds Bonds, without the consent of the holders of all of the Bonds which would be affected by at the action to be taken, or time Outstanding; (ciii) the creation of any lien prior to or on a parity with the lien of this Indenture without on the consent Trust Estate or the deprivation of any Bondholders of the holders of all the Bonds at the time outstanding, or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any lien created by this Indenture on such supplemental indentureTrust Estate, without the consent of the holders of all the Bonds at the time outstanding which would Outstanding, provided that nothing in this subparagraph (iii) shall be affected by construed to require the action consent of Bondholders to be taken, or the issuance of Bonds pursuant to this Indenture; (eiv) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (f) a privilege or priority of any Bond over any other Bonds, orreduction in the

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, 11.01 hereof and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding (and with the consent of the Borrower and the Bond Insurer pursuant to Section 11.03 hereof) shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particularparticular manner, any of the terms or provisions contained in this Indenture or in any supplemental indentureaffecting the Bonds; provided provided, however, that nothing in this section Section contained shall permit or be construed as permitting (except as otherwise permitted in amendments of this 77 Indenture) , without the consent of the holders of 100% of the Bonds then Outstanding affected by such amendment, to effect (a) an extension of the stated maturity or reduction in date of the principal amount of, of or reduction in the rate or extension of the time of paying of interest on, or reduction of on any premium payable on the redemption of, any Bonds, without the consent of the holder of such BondBond issued hereunder, or (b) a reduction in the principal amount of, premium, if any, on any Bond or extension the rate of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be takeninterest thereon, or (c) an adverse change in the creation of any lien prior to or on a parity with the lien of this Indenture without the consent rights of the holders of all Bondholders to require the Bonds at the time outstandingpurchase thereof pursuant to Article IV hereof, or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (f) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, oror (e) a reduction in the aggregate principal amount of the Bonds the Owners of which are required to consent to such supplemental indenture. If at any time the Issuer shall request the Trustee to enter into any such supplemental indenture for any of the purposes allowed by this Section, the Trustee shall, at the request of the Issuer and upon being satisfactorily indemnified with respect to expenses and upon receiving from the Borrower forms of notices and any other related solicitation materials, cause notice of the proposed execution of such supplemental indenture to be mailed to the holders of the Bonds affected by such supplemental indenture in substantially the manner provided in Section 3.02 hereof with respect to redemption of Bonds. 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 Office of the Trustee for inspection by all Bondholders entitled to so consent. If, within sixty (60) days or such longer period of time as shall be prescribed by the Issuer following the mailing of such notice, the Owners of a majority or 100%, as the case may be, in aggregate principal amount of the Bonds then Outstanding entitled to so consent shall have consented to and approved the execution thereof as herein provided, no Owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. The Issuer shall have the right to extend, with the prior written consent of the Borrower, from time to time the period within which such consent and approval may be obtained from Bondholders. Upon the execution of any such supplemental indenture as in this Section permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, 10.01 hereof and subject to the terms and provisions contained in this SectionSection 10.02, and not otherwise, the Requisite Bondholders holders of not less than 50% in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer Trustee for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any indenture supplemental indenturehereto; provided provided, however, that nothing in this section Section 10.02 contained shall permit permit, or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension a change in the maturity of the stated maturity principal of or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of on any premium payable on the redemption of, any Bonds, without the consent of the holder of such BondBond issued hereunder, or (b) a reduction in the principal amount of, or extension redemption premium on, any Bond or Bonds or the rate or rates of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be takeninterest thereon, or (c) the creation a privilege or priority of any lien prior to outstanding Bond or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstandingover any other outstanding Bond or Bonds, or (d) a reduction in the aforesaid aggregate principal amount of the Bonds the holders of which are required to for consent to any such supplemental indenture, without unless, in each case, holders of all Bonds then Outstanding consent to such supplemental indenture. If at any time the consent Issuer shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this Section 10.02, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be given in the same manner as the giving of notices of redemption as set forth in Section 3.04 hereof. 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 Bondholders. If, within sixty days or such longer period as shall be prescribed by the Issuer following the giving of such notice, the holders of all not less than 50% in aggregate principal amount of the Bonds Outstanding at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rightsexecution of any such supplemental indenture shall have consented to and approved the execution thereof as herein provided, duties or immunities of the Trustee, without the written consent of the Trustee, or (f) a privilege or priority no holder of any Bond over shall have any other Bondsright to object to any of the terms and provisions contained therein, oror the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section 10.02 permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith and without the necessity for notation on the Bonds then Outstanding.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, 1301 hereof and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders holders of not less than two-thirds in aggregate principal amount of the Bonds then outstanding shall have the right, right from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve in writing the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided provided, however, that nothing in this section Section contained shall permit permit, or be construed as permitting (except as otherwise permitted in this Indenture) without the consent of the holders of all the Bonds then outstanding (a) an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate or extension of the time of paying payment of interest on, or the reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder of such Bond, or (b) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or (c) the creation of any lien on the Trust Estate (other than Permitted Encumbrances) prior to or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstandingIndenture, or (dc) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (e) a . No such modification of shall modify the rights, duties or immunities of the Trustee, without the written consent of the Trustee. If at any time the Issuer shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this Section, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be sent to the address of each registered owner of Bonds as set forth in the Bond Register. 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 office of the Trustee for inspection by all Bondholders. If, within sixty days (60) or (f) a privilege or priority such longer period as shall be prescribed by the Issuer following such notice, the holders of not less than two-thirds in aggregate principal amount of the Bonds outstanding at the time of the execution of any such supplemental indenture shall have consented in writing to and approved the execution thereof as herein provided, no holder of any Bond over shall have any other Bondsright to object to any of the terms and provisions contained therein, oror the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section permitted and provided, this Indenture shall be and redeemed to be modified and amended in accordance therewith. The Trustee may receive, and may rely on, an Opinion of Counsel as conclusive evidence that any indenture supplemental hereto entered into by the Issuer and the Trustee complies with the provisions of this Article XIII. Anything herein to the contrary notwithstanding, so long as the Lessee is not in default under the Lease Agreement and no event of default exists hereunder, a supplemental indenture under this Article XIII which affects any rights of the Lessee shall not become effective unless and until the Lessee shall have consented in writing to the execution and delivery of such supplemental indenture. ARTICLE XIV AMENDMENT TO LEASE AGREEMENT OR GUARANTY AGREEMENT

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided however, that nothing in this section Section contained shall permit or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder of such Bond, or (b) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or (c) the creation of any lien prior to or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstanding, or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (f) a privilege or priority of any Bond over any other Bonds, oror (g) the deprivation of the Owners of any Series 2022 Bonds then Outstanding of the lien thereby created. Anything herein to the contrary notwithstanding, a supplemental indenture under this Article which affects any rights of the Company shall not become effective unless and until the Company shall have consented in writing to the execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture together with a copy of the proposed supplemental indenture to be mailed by certified or registered mail to the Company at least fifteen (15) days prior to the proposed date of execution and delivery of any such supplemental indenture.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered In addition to those amendments to the Indenture which are authorized by Section 9.1 hereof10.01, and subject to any modification or amendment of the terms and provisions contained Indenture, may be made by a Supplemental Indenture with the written consent, given as hereinafter provided in this SectionSection 10.03, and not otherwise, the Requisite Bondholders shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer of Xxxxxx Mae and the Trustee holders of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, at least two thirds in any particular, any aggregate principal amount of the terms or provisions contained in this Indenture or in any supplemental indentureBonds Outstanding at the time such consent is given; provided provided, however, that nothing in this section contained no such modification or amendment shall permit or be construed as permitting (except as otherwise permitted in this Indenture) (a) permit a change in the terms of redemption or maturity of the principal amount of any Outstanding Bond or an extension of the stated maturity date for payment of any installment of interest thereon or a reduction in the principal amount of, premium, if any, or reduction in the rate or extension of the time of paying of interest on, or reduction of on any premium payable on the redemption of, any Bonds, Outstanding Bond without the consent of the holder of such Bond, or (b) a reduction in reduce the amount or extension proportion of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all which is required to effect any such modification or amendment or to effectuate an acceleration of the Bonds which would be affected by the action prior to be takenmaturity, or (c) permit the creation of any a lien on the Trust Estate pledged under this Indenture prior to or on a parity with the lien of this Indenture, (d) deprive the holders of the Bonds of the lien created by this Indenture upon the Trust Estate (except as expressly provided in this Indenture), without (with respect to (b) through (d)) the consent of the holders of all the Bonds at the time outstanding, or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be takenthen Outstanding, or (e) a modification change or modify any of the rights, duties rights or immunities obligations of the Trustee, Trustee without the written consent thereto of the Trustee, or (f) a privilege or priority of any Bond over any other Bonds, or.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive With the prior written consent of supplemental indentures covered by Section 9.1 hereof, and subject to the terms and provisions contained in this Section, and not otherwiseCredit Facility Provider, the Requisite Bondholders Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indentureIndenture; provided provided, however, that nothing in this section Section contained shall permit permit, or be construed as permitting (except as otherwise permitted in this Indenture) permitting, (a) an extension of the time for payment of or reduction in the Purchase Price, or an extension of the time for payment of, or an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate of interest on or extension of the time of paying payment, of interest on, or reduction of any premium payable on the redemption of, any Bonds, or a reduction in the Borrower’s obligation on the Bond Mortgage Note, without the consent of the holder Holders of such Bondall of the Bonds then Outstanding, or (b) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or (c) the creation of any lien prior to or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstandingIndenture, or (dc) a reduction in the aforesaid aggregate percentage of the principal amount of Bonds which is required in connection with the holders giving of which are required to consent to any such supplemental indenture, without the consent of the holders Holders of all of the Bonds at then Outstanding, (d) the time outstanding which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (fe) a privilege or priority of any Bond over any other Bonds, or(f) any action that results in the interest on the Bonds becoming included in gross income for federal income tax purposes or (g) the modification of the rights, duties or immunities of the Remarketing Agent, without the written consent of the Remarketing Agent. If at any time the Issuer shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this Section, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be mailed, postage prepaid, to all registered Bondholders and to the Credit Facility Provider. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the corporate trust office of the Trustee for inspection by all Bondholders. Thirty (30) days after the date of the mailing of such notice, the Issuer and the Trustee may enter into such supplemental indenture substantially in the form described in such notice, but only if there shall have first been or is simultaneously delivered to the Trustee the required consents, in writing, of the Credit Facility Provider and the Holders of not less than the percentage of Bonds required by this Section. If the Holders of not less than the percentage of Bonds required by this Section shall have consented to and approved the execution and delivery of a supplemental indenture as provided herein, no Holder of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith. The Trustee may rely upon an opinion of counsel as conclusive evidence that execution and delivery of a supplemental indenture has been effected in compliance with the provisions of this Article Anything in this Article VIII to the contrary notwithstanding, unless the Borrower shall then be in default of any of its obligations under the Financing Agreement, the Reimbursement Agreement, the Tax Regulatory Agreement, the Bond Mortgage Note, the Bond Mortgage or the Reimbursement Mortgage, a supplemental indenture under this Article which affects any rights of the Borrower shall not become effective unless and until the Borrower shall have expressly consented in writing to the execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture to be mailed by certified or registered mail to the Borrower or the Borrower’s attorney at least fifteen (15) days prior to the proposed date of execution and delivery of any supplemental indenture. Notwithstanding any other provision of this Indenture, the Issuer and the Trustee may consent to any supplemental indenture upon receipt of the consent of the Credit Facility Provider, the Holders of all Bonds then Outstanding and, as applicable, the Borrower.

Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer City and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer City for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided however, that nothing in this section contained shall permit or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder of such Bond, or (b) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or (c) the creation of any lien prior to or on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstanding, or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (ed) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (fe) a privilege or priority of any Bond over any other Bonds, oror (f) deprive the owners of any Bonds then outstanding of the lien thereby created. Anything herein to the contrary notwithstanding, a supplemental indenture under this Article which affects any rights of the Company shall not become effective unless and until the Company shall have consented in writing to the execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture together with a copy of the proposed supplemental indenture to be mailed by certified or registered mail to the Company at least fifteen (15) days prior to the proposed date of execution and delivery of any such supplemental indenture.