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

Supplemental Indentures Requiring Consent of Noteholders. Exclusive of Supplemental Indentures covered by Section 8.01 hereof or pursuant to a LIBOR Related Amendment and subject to the terms and provisions contained in this Section, and not otherwise, the Noteholders of not less than a majority of the Outstanding Amount of the Notes shall have the right, from time to time, to consent to and approve the execution by the Authority and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Authority 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 Indenture; provided, however, that nothing in this Section shall permit, or be construed as permitting, other than Benchmark Replacement Conforming Changes or a LIBOR Related Amendment, (a) without the consent of the Noteholder of each affected Note then Outstanding, (i) an extension of the maturity date of the principal of or the interest on any Note, or (ii) a reduction in the principal amount of any Note or the rate of interest thereon, or (iii) a privilege or priority of any Note or Notes over any other Note or Notes except as otherwise provided herein, or (iv) a reduction in the aggregate principal amount of the Notes required for consent to such Supplemental Indenture, or (v) the creation of any lien other than a lien ratably securing all of the Notes at any time Outstanding hereunder except as otherwise provided herein; or (b) any modification of the trusts, powers, rights, obligations, duties, remedies, immunities and privileges of the Trustee without the prior written approval of the Trustee which shall be evidenced by execution of such Supplemental Indenture. If at any time the Authority 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 made available to each Noteholder at the address shown on the registration books. Such notice (which shall be prepared by the Authority) shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that copies thereof shall be made available to any Noteholder upon written request. If, within 60 days, or such longer period as shall be prescribed by the Authority, following the mailing of such notice, the Noteholders of not less than the requisite percentage of the collective aggregate principal amount of the Outstanding Notes 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 Noteholder 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 Authority 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 Noteholders. Exclusive of Supplemental Indentures covered by Section 8.01 hereof or pursuant to a LIBOR Related Amendment and subject to the terms and provisions contained in this Section, and not otherwise, the Noteholders of not less than a majority of the Outstanding Amount of the Notes shall have the right, from time to time, to consent to and approve the execution by the Authority and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Authority 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 Indenture; provided, however, that nothing in this Section shall permit, or be construed as permitting, other than Benchmark Replacement Conforming Changes or a LIBOR Related Amendment, (a) without the consent of the Noteholder of each affected Note then Outstanding, (i) an extension of the maturity date of the principal of or the interest on any Note, or (ii) a reduction in the principal amount of any Note or the rate of interest thereon, or (iii) a privilege or priority of any Note or Notes over any other Note or Notes except as otherwise provided herein, or (iv) a reduction in the aggregate principal amount of the Notes required for consent to such Supplemental Indenture, or (v) the creation of any lien other than a lien ratably securing all of the Notes at any time Outstanding hereunder except as otherwise provided herein; or (b) any modification of the trusts, powers, rights, obligations, duties, remedies, immunities and privileges of the Trustee without the prior written approval of the Trustee which shall be evidenced by execution of such Supplemental Indenture. If at any time the Authority 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 made available to each Noteholder at the address shown on the registration books. Such notice (which shall be prepared by the Authority) shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that copies thereof shall be made available to any Noteholder upon written request. If, within 60 days, or such longer period as shall be prescribed by the Authority, following the mailing of such notice, the Noteholders of not less than the requisite percentage of the collective aggregate principal amount Outstanding Amount of the Outstanding Notes 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 Noteholder 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 Authority 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 Noteholders. Exclusive of Supplemental Indentures covered by Section 8.01 9.1 hereof or pursuant to a LIBOR Related Amendment and subject to the terms and provisions contained in this SectionSection 9.2, and not otherwise, the Noteholders Trustee (upon receipt of an instrument evidencing the consent to the below-mentioned Supplemental Indenture by: (i) if they are affected thereby, the Holders of not less than a majority two-thirds of the aggregate Principal Amount of the Outstanding Senior Notes not held by the Corporation or a related person, and (ii) if they are affected thereby, the Holders of not less than two-thirds of the aggregate Principal Amount of the Outstanding Subordinate Notes not held by the Corporation or a related person) shall have join with the right, from time to time, to consent to and approve Corporation in the execution by the Authority and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Authority 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 Indenture; provided, however, that nothing contained in this Section Article Nine shall permit, permit or be construed as permitting, other than Benchmark Replacement Conforming Changes or a LIBOR Related Amendment, (a) permitting without the consent of the Noteholder Holder of each Note which would be affected Note then Outstanding, thereby (ia) an extension of the maturity date of the principal of or the interest on any Note, whether at the Stated Maturity thereof or otherwise, or (iib) a reduction in the principal amount Principal Amount or Redemption Price of any Note or the rate of interest thereon, or (iiic) a privilege or priority of any Senior Note over any other Senior Note, (d) a privilege or priority of any Subordinate Note over any other Subordinate Note, or (e) a privilege of any Senior Notes over any Subordinate Notes, other Note or Notes except than as otherwise provided herein, or (ivf) the surrendering of a privilege or a priority granted hereby if, in the judgment of the Trustee, to the detriment of any another Noteholder hereunder, or (g) a reduction or an increase in the aggregate principal amount Principal Amount of the Notes required for consent to such Supplemental Indenture, or (vh) the creation of any lien other than ranking prior to or on a parity with the lien ratably securing all of this Indenture on the Trust Estate or any part thereof, except as hereinbefore expressly permitted, or (i) any Noteholder to be deprived of the Notes at any time Outstanding hereunder except as otherwise provided herein; lien hereby created on the rights, title, interest, privileges, revenues, moneys and securities pledged hereunder, or (bj) any the modification of the trusts, powers, rights, obligations, duties, remedies, immunities and privileges any of the Trustee without provisions of this Section 9.2. For purposes of this Indenture, Notes are deemed "affected" by an amendment if such amendment adversely affects or diminishes the prior written approval rights of the Holders thereof to be assured of the payment of principal of and interest on such Notes, taking into account the priorities between series of Notes theretofore prescribed hereby. The Trustee which may in its discretion determine whether any Notes would be affected by any amendment and any such determination shall be evidenced by execution conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered under this Indenture. The Trustee shall not be liable for any such Supplemental Indenturedetermination made in good faith. If at any time the Authority Corporation 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 made available mailed to each Noteholder at Holder of an Outstanding Note in accordance with the address shown on the registration booksprovisions of Section 13.4 hereof. Such notice (which shall be prepared by the Authority) 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 Noteholders. The Trustee shall not, however, be made available subject to any liability to any Noteholder upon written requestby reason of its failure to mail such notice, and any such failure shall not affect the validity of such Supplemental Indenture when consented to and approved as provided in this Section 9.2. If, within 60 days, or such longer period as shall be prescribed by the Authority, following the mailing of such notice, the Noteholders of not less than the requisite percentage of the collective aggregate principal amount of the Outstanding Notes at the time of the execution of any such Supplemental Indenture Indenture, the Holders of Notes shall have consented in writing to and approved the execution thereof as herein provided, no Noteholder 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 Authority Corporation 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 9.2 permitted and provided, provided this Indenture shall be and be deemed to be modified and amended in accordance therewith.

Supplemental Indentures Requiring Consent of Noteholders. Exclusive of Supplemental Indentures covered by Section 8.01 hereof or pursuant to a LIBOR Related Amendment 7.1 and subject to the terms and provisions contained in this SectionSection 7.2, and not otherwise, the Noteholders of not less than a majority of the principal amount of each Class of affected Notes then Outstanding Amount of the Notes shall have the right, from time to time, to consent to and approve the execution by the Authority Issuer and the Indenture Trustee of such other indenture or indentures supplemental hereto Supplemental Indentures as shall be deemed necessary and desirable by the Authority and Issuer or the Indenture 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, however, that nothing in this Section 7.2 shall permit, or be construed as permitting, other than Benchmark Replacement Conforming Changes or a LIBOR Related Amendment, permitting (a) without the consent of the Noteholder Noteholders of each affected Note then OutstandingNote, (i) an extension of the maturity date of the principal of or the interest on any NoteObligation, or (ii) a reduction in the principal amount of any Note Obligation or the rate of interest thereon, or (iii) a privilege or priority of any Note Obligation or Notes Obligations over any other Note Obligation or Notes Obligations except as otherwise provided herein, or (iv) a reduction in the aggregate principal amount of the Notes Obligations required for consent to such a Supplemental Indenture, or (v) the creation of any lien other than a lien ratably securing all of the Notes Obligations at any time Outstanding hereunder except as otherwise provided herein; herein or (b) any modification of the trusts, powers, rights, obligations, duties, remedies, immunities and privileges of the Indenture Trustee without the prior written approval of the Trustee which shall be evidenced by execution of such Supplemental IndentureIndenture Trustee. If at any time the Authority Issuer shall request that the Indenture Trustee to enter into any such Supplemental Indenture for any of the purposes of in this SectionSection 7.2, the Indenture Trustee shall be entitled to receive an Opinion of Counsel from the Issuer that all conditions precedent to the execution of any Supplemental Indenture have been met. The Indenture Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such Supplemental Indenture to be made available mailed by registered or certified mail to each Noteholder of an Obligation at the address shown on the registration books. Such notice (which shall be prepared by the AuthorityIssuer) shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that copies thereof shall be made available to any Noteholder upon written requestare on file at the principal corporate trust office of the Indenture Trustee for inspection by all Noteholders. If, within 60 sixty (60) days, or such longer period as shall be prescribed by the AuthorityIssuer, following the mailing of such notice, the Noteholders of not less than the requisite percentage a majority of the collective aggregate principal amount of the each class of affected Notes then Outstanding Notes 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 Noteholder of any Obligation 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 Indenture Trustee or the Authority Issuer from executing the same or from taking any action pursuant to the provisions thereof. The Indenture Trustee shall provide written notice to the Rating Agencies prior to entering into any Supplemental Indenture for any of the purposes in this Section 7.2. Upon the execution of any such Supplemental Indenture as in this Section 7.2 permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith.

Supplemental Indentures Requiring Consent of Noteholders. Exclusive of Supplemental Indentures supplemental indentures covered by Section 8.01 14.01 hereof or pursuant to a LIBOR Related Amendment and subject to the terms and provisions contained in this Section, and not otherwise, the Noteholders owners of not less than a majority two-thirds in aggregate principal amount of the all Notes then Outstanding Amount of the Notes 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 Authority Issuer and the Trustee Trustee, of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Authority and the Trustee 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 Indenturesupplemental indenture; provided, however, that nothing in this Section contained shall permit, or be construed as permitting, other than Benchmark Replacement Conforming Changes or a LIBOR Related Amendment, (a) without the consent of the Noteholder owners of each affected Note then Outstandingall Outstanding Notes, (ia) an extension of the maturity date of the principal of or the interest on any Note, Note issued hereunder or (iib) a reduction in the principal amount of any Note or the rate of interest thereon; provided further that nothing in this Section contained shall permit, or be construed as permitting, without the consent of the owners of all Outstanding Notes, (iiii) a privilege or priority of any Note or Notes over any other Note or Notes except as otherwise provided (other than those privileges or priorities granted herein), or (ivii) a reduction in the aggregate principal amount of the Notes required for consent to such Supplemental Indenturesupplemental indenture, or (viii) the creation of any lien Lien other than a lien Lien ratably securing all of the Notes at any time Outstanding hereunder except as otherwise provided herein; hereunder, or (biv) any modification of the trusts, powers, rights, obligations, duties, remedies, immunities and privileges of the Trustee without the prior written approval of the Trustee which shall be evidenced by execution of such Supplemental IndentureTrustee. If at any time the Authority Issuer shall request the Trustee to enter into any such Supplemental Indenture supplemental indenture for any of the purposes of this Section, the Trustee shall, upon being satisfactorily indemnified with respect to expensesindemnified, cause notice of the proposed execution of such Supplemental Indenture supplemental indenture to be made available mailed by registered or certified mail or by overnight delivery service to each Noteholder at owner of the address Notes as shown on the registration bookslist of Noteholders required by Section 5.05 hereof. Such notice (which shall be prepared by or on behalf of the Authority) Issuer and shall briefly set forth the nature of the proposed Supplemental Indenture supplemental indenture and shall state that copies thereof shall be made available to any Noteholder upon written requestare on file at the designated corporate trust office of the Trustee for inspection by all Noteholders. If, If within 60 days, sixty (60) days or such longer period as shall be prescribed by the Authority, Issuer following the mailing of such notice, the Noteholders owners of not less than the requisite percentage of the collective two-thirds in aggregate principal amount of the Outstanding Notes Outstanding, or of all Notes then Outstanding, as the case may be, at the time of the execution of any such Supplemental Indenture supplemental indenture shall have consented in writing to and approved the execution thereof as herein provided, no Noteholder owner of any Note shall have any right to object to any of the terms and provisions contained thereinherein, 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 Authority Issuer from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such Supplemental Indenture supplemental indenture as in this Section is permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith.