Common use of Supplemental Note Indentures with Consent of Noteholders Clause in Contracts

Supplemental Note Indentures with Consent of Noteholders. The Note Issuer and the Note Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies, the Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes of each Class to be affected, by Act of such Holders delivered to the Note Issuer and the Note Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Note Indenture or of modifying in any manner the rights of the Holders of the Notes under this Note Indenture; provided, however, that no such supplemental note indenture shall, without the consent of the Holder of each Outstanding Note of each Class affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the interest rate thereon, change the provisions of this Note Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Note Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of optional or mandatory redemption, on or after the Optional Redemption Date or Mandatory Redemption Date, as applicable); (ii) reduce the percentage of the Outstanding Amount of the Notes or of a Class thereof, the consent of the Holders of which is required for any such supplemental note indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Note Indenture or certain defaults hereunder and their consequences provided for in this Note Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Note Trustee to direct the Note Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Note Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Note Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (vii) permit the creation of any lien ranking prior to or on a parity with the lien of this Note Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Note Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Note Indenture. The Note Trustee, after consultation with the Certificate Trustee, may in its discretion determine whether or not any Notes or Certificates of a Class would be affected by any supplemental note indenture and any such determination shall be conclusive upon the Holders of all Notes and holders of all Certificates of such Class, whether theretofore or thereafter authenticated and delivered hereunder. Neither the Note Trustee nor the Certificate Trustee shall be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental note indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Note Issuer and the Note Trustee of any supplemental note indenture pursuant to this Section, the Note Issuer shall mail to the Rating Agencies, the Certificate Trustee, the Agencies and the Holders of the Notes to which such amendment or supplemental note indenture relates a notice setting forth in general terms the substance of such supplemental note indenture. Any failure of the Note Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental note indenture.

Supplemental Note Indentures with Consent of Noteholders. The Note Issuer and the Note Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies, the Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes of each Class to be affected, by Act of such Holders delivered to the Note Issuer and the Note Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Note Indenture or of modifying in any manner the rights of the Holders of the Notes under this Note Indenture; provided, however, that no such supplemental note indenture shall, without the consent of the Holder of each Outstanding Note of each Class affected thereby: (ia) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the interest rate thereon, change the provisions of this Note Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Note Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of optional or mandatory redemption, on or after the Optional Redemption Date or Mandatory Redemption Date, as applicable); (iib) reduce the percentage of the Outstanding Amount of the Notes or of a Class thereof, the consent of the Holders of which is required for any such supplemental note indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Note Indenture or certain defaults hereunder and their consequences provided for in this Note Indenture; (iiic) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (ivd) reduce the percentage of the Outstanding Amount of the Notes required to direct the Note Trustee to direct the Note Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (ve) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Note Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vif) modify any of the provisions of this Note Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viig) permit the creation of any lien ranking prior to or on a parity with the lien Lien of this Note Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Note Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien Lien of this Note Indenture. The Note Trustee, after consultation with the Certificate Trustee, may in its discretion determine whether or not any Notes or Certificates of a Class would be affected by any supplemental note indenture and any such determination shall be conclusive upon the Holders of all Notes and holders of all Certificates of such Class, whether theretofore or thereafter authenticated and delivered hereunder. Neither the Note Trustee nor the Certificate Trustee shall be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental note indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Note Issuer and the Note Trustee of any supplemental note indenture pursuant to this Section, the Note Issuer Trustee shall mail mail, to the Rating Agencies, the Certificate Trustee, the Agencies and the Holders of the Notes to which such amendment or supplemental note indenture relates relates, a notice setting forth in general terms the substance of such supplemental note indentureindenture and enclosing a copy thereof. Any failure of the Note Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental note indenture. If any such supplemental indenture requires satisfaction of the Rating Agency Condition, the notice requirements contained in this Section 9.02 are in addition to the notice requirements that may otherwise apply.

Supplemental Note Indentures with Consent of Noteholders. The Note Issuer and the Note Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies, the Agencies Finance Authority and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes of each Class to be affected, by Act of such Holders delivered to the Note Issuer and the Note Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Note Indenture or of modifying in any manner the rights of the Holders of the Notes under this Note Indenture; provided, however, that no such supplemental note indenture shall, without the consent of the Holder of each Outstanding Note of each Class affected thereby: (ia) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the interest rate thereon, change the provisions of this Note Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Note Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of optional or mandatory redemption, on or after the Optional Redemption Date or Mandatory Redemption Date, as applicable); (iib) reduce the percentage of the Outstanding Amount of the Notes or of a Class thereof, the consent of the Holders of which is required for any such supplemental note indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Note Indenture or certain defaults hereunder and their consequences provided for in this Note Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Note Trustee to direct the Note Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Note Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Note Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (vii) permit the creation of any lien ranking prior to or on a parity with the lien of this Note Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Note Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Note Indenture. The Note Trustee, after consultation with the Certificate Trustee, may in its discretion determine whether or not any Notes or Certificates of a Class would be affected by any supplemental note indenture and any such determination shall be conclusive upon the Holders of all Notes and holders of all Certificates of such Class, whether theretofore or thereafter authenticated and delivered hereunder. Neither the Note Trustee nor the Certificate Trustee shall be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental note indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Note Issuer and the Note Trustee of any supplemental note indenture pursuant to this Section, the Note Issuer shall mail to the Rating Agencies, the Certificate Trustee, the Agencies and the Holders of the Notes to which such amendment or supplemental note indenture relates a notice setting forth in general terms the substance of such supplemental note indenture. Any failure of the Note Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental note indenture.

Supplemental Note Indentures with Consent of Noteholders. The Note Issuer and the Note Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies, the Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes of each Class to be affected, by Act of such Holders delivered to the Note Issuer and the Note Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Note Indenture or of modifying in any manner the rights of the Holders of the Notes under this Note Indenture; provided, however, that no such supplemental note indenture shall, without the consent of the Holder of each Outstanding Note of each Class affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the interest rate thereon, change the provisions of this Note Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Note Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of optional or mandatory redemption, on or after the Optional Redemption Date or Mandatory Redemption Date, as applicable); ; 61 68 (ii) reduce the percentage of the Outstanding Amount of the Notes or of a Class thereof, the consent of the Holders of which is required for any such supplemental note indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Note Indenture or certain defaults hereunder and their consequences provided for in this Note Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Note Trustee to direct the Note Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Note Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Note Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (vii) permit the creation of any lien ranking prior to or on a parity with the lien of this Note Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Note Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Note Indenture. The Note Trustee, after consultation with the Certificate Trustee, may in its discretion determine whether or not any Notes or Certificates of a Class would be affected by any supplemental note indenture and any such determination shall be conclusive upon the Holders of all Notes and holders of all Certificates of such Class, whether theretofore or thereafter authenticated and delivered hereunder. Neither the Note Trustee nor the Certificate Trustee shall be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental note indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Note Issuer and the Note Trustee of any supplemental note indenture pursuant to this Section, the Note Issuer shall mail to the Rating Agencies, the Certificate Trustee, the Agencies and the Holders of the Notes to which such amendment or supplemental note indenture relates a notice setting forth in general terms the substance of such supplemental note indenture. Any failure of the Note Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental note indenture.

Supplemental Note Indentures with Consent of Noteholders. The Note Issuer and the Note Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies, the Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes of each Class to be affected, by Act of such Holders delivered to the Note Issuer and the Note Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Note Indenture or of modifying in any manner the rights of the Holders of the Notes under this Note Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental note indenture shall, without the consent of the Holder of each Outstanding Note of each Class affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the interest rate thereon, change the provisions of this Note Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Note Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of optional or mandatory redemption, on or after the Optional Redemption Date or Mandatory Redemption Date, as applicable); (ii) reduce the percentage of the Outstanding Amount of the Notes or of a Class thereof, the consent of the Holders of which is required for any such supplemental note indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Note Indenture or certain defaults hereunder and their consequences provided for in this Note Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Note Trustee to direct the Note Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Note Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Note Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (vii) permit the creation of any lien ranking prior to or on a parity with the lien of this Note Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Note Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Note Indenture. The Note Trustee, after consultation with the Certificate Trustee, Trustee may in its discretion determine whether or not any Notes or Certificates of a Class would be affected by any supplemental note indenture and any such determination shall be conclusive upon the Holders of all Notes and holders of all Certificates of such Class, whether theretofore or thereafter authenticated and delivered hereunder. Neither the The Note Trustee nor the Certificate Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental note indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Note Issuer and the Note Trustee of any supplemental note indenture pursuant to this Section, the Note Issuer shall mail to the Rating Agencies, the Certificate Trustee, the Agencies and the Holders of the Notes to which such amendment or supplemental note indenture relates a notice setting forth in general terms the substance of such supplemental note indenture. Any failure of the Note Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental note indenture.

Supplemental Note Indentures with Consent of Noteholders. The Note Issuer and the Note Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies, the Agencies Finance Authority and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes of each Class to be affected, by Act of such Holders delivered to the Note Issuer and the Note Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Note Indenture or of modifying in any manner the rights of the Holders of the Notes under this Note Indenture; provided, however, that no such supplemental note indenture shall, without the consent of the Holder of each Outstanding Note of each Class affected thereby: (ia) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the interest rate thereon, change the provisions of this Note Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Note Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of optional or mandatory redemption, on or after the Optional Redemption Date or Mandatory Redemption Date, as applicable); (iib) reduce the percentage of the Outstanding Amount of the Notes or of a Class thereof, the consent of the Holders of which is required for any such supplemental note indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Note Indenture or certain defaults hereunder and their consequences provided for in this Note Indenture; (iiic) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (ivd) reduce the percentage of the Outstanding Amount of the Notes required to direct the Note Trustee to direct the Note Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (ve) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Note Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vif) modify any of the provisions of this Note Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viig) permit the creation of any lien ranking prior to or on a parity with the lien of this Note Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Note Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Note Indenture. The Note Trustee, after consultation with the Certificate Trustee, may in its discretion determine whether or not any Notes or Certificates of a Class would be affected by any supplemental note indenture and any such determination shall be conclusive upon the Holders of all Notes and holders of all Certificates of such Class, whether theretofore or thereafter authenticated and delivered hereunder. Neither the Note Trustee nor the Certificate Trustee shall be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental note indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Note Issuer and the Note Trustee of any supplemental note indenture pursuant to this Section, the Note Issuer shall mail to the Rating Agencies, the Certificate Trustee, the Agencies Finance Authority and the Holders of the Notes to which such amendment or supplemental note indenture relates a notice setting forth in general terms the substance of such supplemental note indenture. Any failure of the Note Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental note indenture.