Common use of Supplemental Indentures Requiring Consent Clause in Contracts

Supplemental Indentures Requiring Consent. Exclusive of Supplemental Indentures covered by Section 15.1 and subject to the terms and provisions contained in this Section, the Majority Owners shall have the right from time to time, notwithstanding any other provision of this Indenture, to consent to and approve the execution by HRTAC and the Trustee of such other Supplemental Indenture or Supplemental Indentures as HRTAC shall deem necessary or desirable to modify, alter, amend, add to or rescind, in any particular, any of the terms or provisions contained in this Master Indenture or in any Supplemental Indenture; provided, however, that without the consent and approval of the Owners of all of the affected Bonds then Outstanding nothing in this Master Indenture shall permit, or be construed as permitting (i) an extension of the maturity of the principal of or the interest on any Bond, (ii) a reduction in the principal amount of any Bond or the rate of interest on it, (iii) a privilege or priority of any Bond or Bonds over any other Bond or Bonds except as otherwise provided herein, or (iv) a reduction in the aggregate principal amount of Bonds required for consent to such Supplemental Indenture. If at any time HRTAC 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 the Supplemental Indenture to be mailed to each Owner of Bonds then Outstanding by registered or certified mail to the address of each such Owner as it appears on the registration books for the Bonds; provided, however, that failure to give such notice by mailing, or any defect in it, shall not affect the validity of any proceedings under this Section. Such notice shall briefly state the nature of the proposed Supplemental Indenture and shall state that copies of it are on file at the Trustee’s designated corporate trust office for inspection by all Owners. If, within six months or such longer period as shall be prescribed by HRTAC following the giving of such notice, the Majority Owners shall have consented to and approved its execution as provided under this Section, no Owner of any Bond shall have any right to object to any of the terms and provisions contained in it, or its operation, or in any manner to question the propriety of its execution, or to enjoin or restrain the Trustee or HRTAC from executing such Supplemental Indenture or from taking any action under its provisions. Upon the execution of any such Supplemental Indenture as in this Section permitted and provided, this Master Indenture shall be deemed to be modified and amended in accordance therewith. Bonds owned or held by or for the account of HRTAC or any Person controlling, controlled by or under common control with HRTAC shall not be deemed Outstanding for the purpose of consent or any calculation of Outstanding Bonds provided for in this Article XV. At the time of any such calculation, HRTAC shall furnish the Trustee an Officer’s Certificate, upon which the Trustee may rely, describing all Bonds so to be excluded. Anything contained in this Master Indenture to the contrary notwithstanding, HRTAC and the Trustee may enter into any Supplemental Indenture upon receipt of the consent of the Owners of all Bonds then Outstanding.

Supplemental Indentures Requiring Consent. Exclusive of Supplemental Indentures covered by Section 15.1 and subject to the terms and provisions contained in this Section, the Majority Owners shall have the right from time to time, notwithstanding any other provision of this Indenture, to consent to and approve the execution by HRTAC NVTC and the Trustee of such other Supplemental Indenture or Supplemental Indentures as HRTAC NVTC shall deem necessary or desirable to modify, alter, amend, add to or rescind, in any particular, any of the terms or provisions contained in this Master Indenture or in any Supplemental Indenture; provided, however, that without the consent and approval of the Owners of all of the affected Bonds then Outstanding nothing in this Master Indenture shall permit, or be construed as permitting (i) an extension of the maturity of the principal of or the interest on any Bond, (ii) a reduction in the principal amount of any Bond or the rate of interest on it, (iii) a privilege or priority of any Bond or Bonds over any other Bond or Bonds except as otherwise provided herein, or (iv) a reduction in the aggregate principal amount of Bonds required for consent to such Supplemental Indenture. If at any time HRTAC NVTC 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 the Supplemental Indenture to be mailed to each Owner of Bonds then Outstanding by registered or certified mail to the address of each such Owner as it appears on the registration books for the BondsBonds or, if Cede & Co. or other nominee of DTC is the sole Owner, delivered electronically; provided, however, that failure to give such notice by mailing, or any defect in it, shall not affect the validity of any proceedings under this Section. Such notice shall briefly state the nature of the proposed Supplemental Indenture and shall state that copies of it are on file at the Trustee’s 's designated corporate trust office for inspection by all Owners. If, within six months or such longer period as shall be prescribed by HRTAC NVTC following the giving of such notice, the Majority Owners shall have consented to and approved its execution as provided under this Section, no Owner of any Bond shall have any right to object to any of the terms and provisions contained in it, or its operation, or in any manner to question the propriety of its execution, or to enjoin or restrain the Trustee or HRTAC NVTC from executing such Supplemental Indenture or from taking any action under its provisions. Upon the execution of any such Supplemental Indenture as in this Section permitted and provided, this Master Indenture shall be deemed to be modified and amended in accordance therewith. Bonds owned or held by or for the account of HRTAC NVTC or any Person controlling, controlled by or under common control with HRTAC NVTC shall not be deemed Outstanding for the purpose of consent or any calculation of Outstanding Bonds provided for in this Article XV. At the time of any such calculation, HRTAC NVTC shall furnish the Trustee an Officer’s 's Certificate, upon which the Trustee may rely, describing all Bonds so to be excluded. Anything contained in this Master Indenture to the contrary notwithstanding, HRTAC NVTC and the Trustee may enter into any Supplemental Indenture upon receipt of the consent of the Owners of all Bonds then Outstanding.

Supplemental Indentures Requiring Consent. Exclusive of Supplemental Indentures ------------ ----------------------------------------- supplemental indentures covered by Section 15.1 1201 and subject to the terms and provisions contained in this Section, the Majority Owners registered owners of a majority in aggregate principal amount of Bonds then Outstanding shall have the right from time to time, notwithstanding any other provision of this Indenture, to consent to and approve the execution by HRTAC the Issuer and the Trustee of such other Supplemental Indenture indenture or Supplemental Indentures indentures supplemental hereto as HRTAC shall deem be deemed necessary or desirable to modify, alter, amend, add to or rescindby the Issuer for the amending, in any particular, any of the terms or provisions contained in this Master Indenture or in any Supplemental Indenturesupplemental indenture; provided, however, that without the consent and approval of the Owners of all of the affected Bonds then Outstanding nothing in no supplemental indenture permitted by this Master Indenture Section shall permit, or be construed as permitting (i) an extension of the maturity of the principal of of, or the interest on on, any Bond, Bond (ii) a reduction in the principal amount of any Bond or the rate of interest on itBond, (iii) an alteration of the Borrower's obligation to pay when due amounts owing under the Agreement, (iv) a privilege or priority of any Bond or Bonds over any other Bond or Bonds except as otherwise provided hereinBonds, or (ivv) a reduction in the aggregate principal amount of Bonds required for consent to such Supplemental Indenturesupplemental indenture, without the consent and approval of the Bondholders of all of the Bonds then Outstanding. If at any time HRTAC the 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 expenses, including but not limited to attorneys fees, cause notice of the proposed execution of the Supplemental Indenture such supplemental indenture to be mailed to each Owner Bondholder of Bonds then Outstanding by registered or certified first-class mail to the address of each such Owner Bondholder as it appears on the registration books for the Bondsbooks; provided, however, that failure to give such notice by mailing, or any defect in ittherein, shall will not affect the validity of any proceedings under this Sectionpursuant hereto. Such notice shall briefly state set forth the nature of the proposed Supplemental Indenture supplemental indenture and shall state that copies of it thereof are on file at the Trustee’s designated corporate trust principal office of the Trustee for inspection by all OwnersBondholders. If, within six months 60 days or such longer period as shall be prescribed by HRTAC the Issuer following the giving of such notice, the Majority Owners owners of a majority in aggregate principal amount of Bonds then Outstanding shall have consented to and approved its the execution thereof as provided under this Sectionherein provided, the Issuer and the Trustee may enter into such supplemental indenture, and no Owner of any Bond Bondholder shall have any right to object to any of the terms and provisions contained in ittherein, or its operationthe operation thereof, or in any manner to question the propriety of its executionthe execution thereof, or to enjoin or restrain the Trustee or HRTAC the Issuer from executing such Supplemental Indenture supplemental indenture or from taking any action under its provisionspursuant to the provisions thereof. Upon the execution of any such Supplemental Indenture supplemental indenture as in this Section permitted and provided, this Master Indenture shall be, and be deemed to be be, modified and amended in accordance therewith. Bonds owned or held by by, or for the account of HRTAC of, the Issuer or the Borrower or any Person controlling, person controlled by or under common control with HRTAC either of them shall not be deemed Outstanding outstanding for the purpose of consent or any calculation of Outstanding outstanding Bonds provided for in this Article XVXII or in Article XIII. At the time of any such calculation, HRTAC the Issuer and the Borrower shall furnish to the Trustee a certificate of an Officer’s CertificateAuthorized Representative of the Issuer or the Borrower, upon which the Trustee may rely, describing all Bonds so to be excluded. Notwithstanding any other provision of this Indenture, a supplemental indenture under this Article shall not become effective until the Borrower, so long as it is not in default under the Bond Documents, and, if during the Letter of Credit Period, the Letter of Credit Issuer shall have consented to the execution and delivery of such supplemental indenture. In addition, no supplemental indenture under this Article affecting the Remarketing Agent or the Remarketing Agreement shall become effective until the Remarketing Agent shall have consented, in writing, to the execution and delivery of such supplemental indenture. Anything contained in this Master Indenture to the contrary notwithstanding, HRTAC the Issuer and the Trustee may enter into any Supplemental indenture supplemental to this Indenture upon receipt of the consent of the Owners Bondholders of all Bonds then Outstandingoutstanding, the consent of the Borrower and, if during the Letter of Credit Period, the consent of the Letter of Credit Issuer.

Supplemental Indentures Requiring Consent. of -------------------------------------------- Beneficiaries. Exclusive of Supplemental Indentures covered by Section 15.1 8.1 ------------- hereof and subject to the terms and provisions contained in this SectionSection 8.2, and not otherwise, the Majority Owners shall have Trustee (upon receipt of an instrument evidencing the right from time to time, notwithstanding any other provision of this Indenture, to consent to the below-mentioned Supplemental Indenture by: (i) if they are affected thereby, the Holders of not less than two-thirds of the aggregate Principal Amount of the Outstanding Class A Notes not held by the Corporation or a related person, (ii) if they are affected thereby, the Holders of not less than two-thirds of the aggregate Principal Amount of the Outstanding Class B Notes not held by the Corporation or a related person, and approve (iii) each other Person which must consent to such Supplemental Indenture as provided in any then outstanding Supplemental Indenture authorizing the issuance of a series of Notes) shall join with the Corporation in the execution by HRTAC and the Trustee of such other Supplemental Indenture indenture or Supplemental Indentures indentures supplemental hereto as HRTAC shall deem be deemed necessary or and desirable to modifyfor the purpose of modifying, alteraltering, amendamending, add adding to or rescindrescinding, in any particular, any of the terms or provisions contained in this Master Indenture or in any Supplemental Indenture; provided, however, that without the consent and approval of the Owners of all of the affected Bonds then Outstanding nothing contained in this Master Indenture Article Eight shall permit, permit or be construed as permitting without the consent of the Holder of each Note and each Other Beneficiary which would be affected thereby (ia) an extension of the maturity of the principal of or the interest on any BondNote, whether at the Stated Maturity thereof, on a Sinking Fund Payment Date or otherwise, or (iib) a reduction in the principal amount Principal Amount, Redemption Price or purchase price of any Bond Note or the rate of interest on itthereon, or (iiic) a privilege or priority of any Bond or Bonds Senior Obligation over any other Bond Senior Obligation, (d) a privilege or Bonds except priority of any Subordinate Obligation over any other Subordinate Obligation, or (e) a privilege or priority of any Class C Note or Class C Notes over any other Class C Note or Class C Notes, or (f) a privilege of any Class A Notes over any Class B Notes or Class C Notes, or of any Class B Notes over any Class C Notes, other than as otherwise provided herein, or (ivg) the surrendering of a privilege or a priority granted hereby if, in the judgment of the Trustee, to the detriment of another Beneficiary hereunder, or (h) a reduction or an increase in the aggregate principal amount Principal Amount of Bonds the Notes required for consent to such Supplemental Indenture, or (i) the creation of any lien ranking prior to or on a parity with the lien of this Indenture on the Trust Estate or any part thereof, except as hereinbefore expressly permitted, or (j) any Beneficiary to be deprived of the lien hereby created on the rights, title, interest, privileges, revenues, moneys and securities pledged hereunder, or (k) the modification of any of the provisions of this Section 8.2, or (l) the modification of any provision of a Supplemental Indenture which states that it may not be modified without the consent of the Holders of Notes issued pursuant thereto or any Notes of the same class or any Beneficiary that has provided a Credit Enhancement Facility, Demand Purchase Agreement or Swap Agreement of such class. For purposes of this Indenture, Notes are deemed "affected" by an amendment if such amendment adversely affects or diminishes the rights of the Holders thereof to be assured of the payment of principal of, premium, if any, and interest on and any Carry-Over Amount (and accrued interest thereon) with respect to such Notes, taking into account the priorities between classes of Notes theretofore prescribed hereby. The Trustee may in its discretion determine whether any Notes would be affected by any amendment and any such determination shall be 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 determination made in good faith. If at any time HRTAC the 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 the such Supplemental Indenture to be mailed to each Owner Holder of Bonds then an Outstanding by registered or certified mail Note in accordance with the provisions of Section 13.4 hereof and to the address of each such Owner as it appears on the registration books for the Bonds; provided, however, that failure to give such notice by mailing, or any defect in it, shall not affect the validity of any proceedings under this SectionOther Beneficiary. Such notice shall briefly state set forth the nature of the proposed Supplemental Indenture and shall state that copies of it thereof are on file at the Trustee’s designated corporate trust office Principal Office of the Trustee for inspection by all OwnersBeneficiaries. The Trustee shall not, however, be subject to any liability to any Noteholder or any Other Beneficiary by 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 8.2. If, within six months or at the time of the execution of any such longer period as shall be prescribed by HRTAC following the giving of such noticeSupplemental Indenture, the Majority Owners Holders of Notes and each other Beneficiary shall have consented to and approved its the execution thereof as provided under this Sectionherein provided, no Owner of any Bond Beneficiary shall have any right to object to any of the terms and provisions contained in ittherein, or its operationthe operation thereof, or in any manner to question the propriety of its executionthe execution thereof, or to enjoin or restrain the Trustee or HRTAC the Corporation from executing such Supplemental Indenture the same or from taking any action under its provisionspursuant to the provisions thereof. Upon the execution of any such Supplemental Indenture as in this Section 8.2 permitted and provided, provided this Master Indenture shall be and be deemed to be modified and amended in accordance therewith. Bonds owned or held by or for the account of HRTAC or any Person controlling, controlled by or under common control with HRTAC shall not be deemed Outstanding for the purpose of consent or any calculation of Outstanding Bonds provided for in this Article XV. At the time of any such calculation, HRTAC shall furnish the Trustee an Officer’s Certificate, upon which the Trustee may rely, describing all Bonds so to be excluded. Anything contained in this Master Indenture to the contrary notwithstanding, HRTAC and the Trustee may enter into any Supplemental Indenture upon receipt of the consent of the Owners of all Bonds then Outstanding.

Supplemental Indentures Requiring Consent. Exclusive of Supplemental Indentures covered by Section 15.1 and subject to the terms and provisions contained in this Section, the Majority Owners shall have the right from time to time, notwithstanding any other provision of this Indenture, to consent to and approve the execution by HRTAC NVTC and the Trustee of such other Supplemental Indenture or Supplemental Indentures as HRTAC NVTC shall deem necessary or desirable to modify, alter, amend, add to or rescind, in any particular, any of the terms or provisions contained in this Master Indenture or in any Supplemental Indenture; provided, however, that without the consent and approval of the Owners of all of the affected Bonds then Outstanding nothing in this Master Indenture shall permit, or be construed as permitting (i) an extension of the maturity of the principal of or the interest on any Bond, (ii) a reduction in the principal amount of any Bond or the rate of interest on it, (iii) a privilege or priority of any Bond or Bonds over any other Bond or Bonds except as otherwise provided herein, or (iv) a reduction in the aggregate principal amount of Bonds required for consent to such Supplemental Indenture. If at any time HRTAC NVTC 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 the Supplemental Indenture to be mailed to each Owner of Bonds then Outstanding by registered or certified mail to the address of each such Owner as it appears on the registration books for the Bonds; provided, however, that failure to give such notice by mailing, or any defect in it, shall not affect the validity of any proceedings under this Section. Such notice shall briefly state the nature of the proposed Supplemental Indenture and shall state that copies of it are on file at the Trustee’s 's designated corporate trust office for inspection by all Owners. If, within six months or such longer period as shall be prescribed by HRTAC NVTC following the giving of such notice, the Majority Owners shall have consented to and approved its execution as provided under this Section, no Owner of any Bond shall have any right to object to any of the terms and provisions contained in it, or its operation, or in any manner to question the propriety of its execution, or to enjoin or restrain the Trustee or HRTAC NVTC from executing such Supplemental Indenture or from taking any action under its provisions. Upon the execution of any such Supplemental Indenture as in this Section permitted and provided, this Master Indenture shall be deemed to be modified and amended in accordance therewith. Bonds owned or held by or for the account of HRTAC NVTC or any Person controlling, controlled by or under common control with HRTAC NVTC shall not be deemed Outstanding for the purpose of consent or any calculation of Outstanding Bonds provided for in this Article XV. At the time of any such calculation, HRTAC NVTC shall furnish the Trustee an Officer’s 's Certificate, upon which the Trustee may rely, describing all Bonds so to be excluded. Anything contained in this Master Indenture to the contrary notwithstanding, HRTAC NVTC and the Trustee may enter into any Supplemental Indenture upon receipt of the consent of the Owners of all Bonds then Outstanding.